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

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entityentity (in each case as in effect on the date of this Agreement and on the Closing Date) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of North Carolina and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. The Company has made available to Parent true and complete copies of the Company Charter Documents as in effect on the date of this Agreement. (cb) Each of the Company’s subsidiaries that constitutes a “significant subsidiary” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Exchange Act (each, a “Significant Subsidiary”) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except in each case as would not reasonably be expected to have a Company Material Adverse Effect. Each of the Significant Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that the Company have been validly issued and are fully paid and non-assessable and are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned Company free and clear of all Liensliens, pledges, security interests and transfer restrictions, except for such transfer restrictions as are contained in the articles of incorporation or bylaws (or any equivalent constituent documents) of such Subsidiary of the Company or for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933 (the “Securities Act”) and other applicable Laws. The Company has made available to Parent true and complete copies of the articles of incorporation and bylaws (or equivalent constituent documents) of each Significant Subsidiary as in effect on the date of this Agreement. (c) Each of the Company and the Significant Subsidiaries has all requisite entity power and authority to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. (d) Section 3.1(d) of the Company Disclosure Schedule sets forth a list of the Company Joint Ventures, including the name of each such entity and the Company’s percentage ownership interest thereof. The Company has made available to Parent true and complete copies of the articles of formation and limited liability company agreement (or equivalent constituent documents) of each Company Joint Venture.

Organization, Standing and Corporate Power. (a) Each of TopCo and Parent and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the its jurisdiction in which it is incorporated, formed or organized, as applicable, of organization and has all requisite partnership, corporate, limited liability company corporate or other applicable entity similar power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had presently conducted and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which where the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except other than where the failure to be so licensedqualified, qualified licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. . Each of Parent’s Subsidiaries is duly organized, validly existing and in good standing (cwhere such concept is recognized under applicable Law) All under the outstanding partnership interestsLaws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of Parent’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, limited liability company interestsleasing or operation of its properties makes such qualification or licensing necessary, shares other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company prior to the execution of capital stock of, or other equity interests in, each material Subsidiary this Agreement a true and complete copy of (A) the Certificate of Limited Partnership of Parent that are owned directly or indirectly by (the “Parent have been duly authorized and validly issued (in accordance with the Organizational Documents Certificate of such entityPartnership”) and are fully paid the Third Amended and Restated Agreement of Limited Partnership of Parent (the “Parent Partnership Agreement”), (B) the organizational documents of TopCo, (C) the Certificate of Limited Partnership of ETP and the Agreement of Limited Partnership of ETP (the “ETP Partnership Agreement”), and (D) the Certificate of Limited Partnership of SXL and the Agreement of Limited Partnership of SXL (the “SXL Partnership Agreement”), in the each case of an interest clauses (A) through (D), as amended to and in a limited partnership or limited liability companyeffect as of the date of this Agreement. Upon the request of the Company, Parent will make available to the extent required under Company the Organizational Documents comparable organizational documents of such entity) each of its other Subsidiaries, in each case as amended to and nonassessable (to in effect as of the extent such Subsidiary is a corporate entity) and are owned free and clear date of all Liensthis Agreement.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity duly organized, validly existing and in good standing under the Laws of the its jurisdiction in which it is incorporated, formed or organized, as applicable, of organization and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had presently conducted and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which where the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except other than where the failure to be so licensedqualified, qualified licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. . Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (cwhere such concept is recognized under applicable Law) All under the outstanding partnership interestsLaws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, limited liability company interestsleasing or operation of its properties makes such qualification or licensing necessary, shares other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of capital stock of, or other equity interests in, each material Subsidiary this Agreement (i) a true and complete copy of Parent that are owned directly or indirectly by Parent have been duly authorized the Amended and validly issued Restated Certificate of Incorporation of the Company (in accordance with the Organizational Documents “Company Certificate of such entityIncorporation”) and are fully paid the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the case date of an interest in a this Agreement, and (ii) the certificate of limited partnership or limited liability companyof WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the extent required under date of this Agreement. Upon the Organizational Documents request of such entity) Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and nonassessable (to in effect as of the extent such Subsidiary is a corporate entity) and are owned free and clear date of all Liensthis Agreement.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, organized and validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of Washington and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. The Company has made available to Parent true and complete copies of the Company Charter Documents as in effect on the date of this Agreement. (cb) Section 3.1(b)(i) of the Company Disclosure Schedule sets forth a list of the Subsidiaries of the Company and their jurisdictions of organization. Each Subsidiary of the Company is duly organized, validly existing and in good standing (where applicable) under the Laws of the jurisdiction of its organization, except in each case as would not reasonably be expected to have a Company Material Adverse Effect. Each Subsidiary of the Company is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect. All of the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that the Company have been validly issued and are fully paid and non-assessable and, except as set forth in Section 3.1(b)(ii) of the Company Disclosure Schedule, are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability companyCompany, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensliens, pledges, security interests and transfer restrictions, except for such transfer restrictions as are contained in the articles of incorporation, bylaws and limited liability company agreements (or any equivalent constituent documents) of such Subsidiary of the Company or for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933 (the “Securities Act”) and other applicable securities Laws. The Company has made available to Parent true and complete copies of the articles of incorporation, bylaws and limited liability agreements (or equivalent constituent documents) of each Subsidiary of the Company as in effect on the date of this Agreement. (c) Each of the Company and its Subsidiaries has all requisite entity power and authority to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. (d) Section 3.1(d) of the Company Disclosure Schedule sets forth a list of the Company Joint Ventures, including the name of each entity and the Company’s percentage ownership interest thereof. The Company has made available to Parent true and complete copies of the articles of incorporation, bylaws and limited liability agreements (or equivalent constituent documents) of each Company Joint Venture as in effect on the date of this Agreement.

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal entity has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicable, the case may be. Each of the Company and has its Subsidiaries have all requisite partnership, corporate, limited liability company or other applicable entity power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being conductedpresently conducted other than such corporate power and authority, except where franchises, licenses, permits, authorizations and approvals the failure to have such power or authority has not had lack of which, individually and in the aggregate, would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of its properties makes such qualification or licensing necessary, such jurisdictions being set forth on Section 3.01(a) of the properties and assets owned or leased by it makes Company Disclosure Schedule, other than in such licensing or qualification necessary, except jurisdictions where the failure to be so licensed, qualified or licensed individually or in good standing has not had and the aggregate would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. . The Company has made available to Parent prior to the execution of this Agreement complete and accurate copies of the Company Charter and its Bylaws (c) All the outstanding partnership interests"Company Bylaws"), limited liability company interestsand the comparable organizational documents of each of its Subsidiaries, shares in each case as amended to the date hereof. The Company has made available to Parent complete and accurate copies of capital stock ofthe minutes (or, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest minutes that have not yet been finalized, drafts thereof) of all meetings of the shareholders of the Company and each of its Subsidiaries, the Board of Directors of the Company and each of its Subsidiaries and the committees of each such Board of Directors, in a limited partnership or limited liability companyeach case held since October 1, 1999 and prior to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate hereof.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries Foamix is a legal entity company duly organized, organized and validly existing and in good standing under the Laws laws of the jurisdiction in which State of Israel, it is incorporated, formed or organized, not a “defaulting company” as applicable, such term is defined in the Companies Law and no proceedings have been commenced to strike the Company from the Registry of Companies maintained by the Israeli Registrar of Companies. Foamix has all the requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority and all necessary governmental approvals to own or own, lease all of and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and governmental approvals would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Foamix Material Adverse Effect on Parent (“Parent Material Adverse Effect”as defined in Section 8.14(ggg). (b) Each of Parent and its Subsidiaries ). Foamix is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature or conduct of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned requires it to be so qualified, licensed or leased by it makes such licensing or qualification necessaryin good standing, except for such jurisdictions where the failure to be so licensedqualified, qualified licensed or to be in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Foamix Material Adverse Effect. (b) The Foamix Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all 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 now being conducted, except where the failure to have such governmental approvals would not, individually or in the aggregate, reasonably be expected to have a Foamix Material Adverse Effect. The Foamix Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature or conduct of its business or the ownership, leasing or operation of its properties requires it to be so qualified, licensed or in good standing, except for such jurisdictions where the failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Foamix Material Adverse Effect. (c) All Foamix has furnished or made available to Menlo true and complete copies of (i) the outstanding partnership interestsAmended and Restated Articles of Association of Foamix, limited liability company interestsas amended through the date of this Agreement (as so amended, shares the “Foamix Organizational Documents”) and (i) the charter and organizational documents of capital stock ofthe Foamix Subsidiary, or other equity interests in, in each material Subsidiary case as amended through the date of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the this Agreement. The Foamix Organizational Documents are in full force and effect and have not been amended or otherwise modified. Foamix is not in violation of such entity) any provision of Foamix Organizational Documents, and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Foamix Subsidiary is a corporate entity) not in material violation of any provision of its charter and are owned free and clear of all Liensorganizational documents.

Organization, Standing and Corporate Power. (a) Each The Company and each of Parent and its Subsidiaries is a legal entity has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except except, in the case of Subsidiaries that, individually or in the aggregate, do not own more than 5% of the consolidated assets of the Company and its Subsidiaries as of December 31, 2010, where the failure to be so organized, existing and in good standing, or to have such power and authority, individually or authority in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each . The Company and each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the conduct or nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and or other assets owned or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to be so licensedqualified, qualified licensed or in good standing (with respect to jurisdictions that recognize that concept) individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All the outstanding partnership interests. The Company has made available to Parent, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, prior to the extent required under date of this Agreement, true, complete and accurate copies of the Organizational Documents Restated Certificate of such entity) Incorporation of the Company (the “Company Certificate”), and nonassessable the Amended and Restated Bylaws of the Company (the “Company Bylaws”), in each case as amended to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate hereof.

Organization, Standing and Corporate Power. (a) Each of Parent The Company and its Subsidiaries each Company Subsidiary is a corporation, limited partnership, limited liability company or other legal entity duly organized, validly existing and in good standing (in such jurisdictions where such concept is applicable) under the Laws laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, of its organization and has all the requisite partnership, corporate, limited liability company corporate or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had . The Company and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries each Company Subsidiary is duly licensed or qualified to do business and is in good standing (in such jurisdictions where such concept is applicable) in each jurisdiction in which the nature of the its business conducted by it or the character ownership or location leasing of the its properties and assets owned or leased by it makes such licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, (individually or in the aggregate) would not have a Company Material Adverse Effect (as hereinafter defined). For purposes of this Agreement, (x) a Parent "Company Subsidiary" means each subsidiary of the Company, and (y) a "Company Material Adverse Effect. " means any change, circumstance, effect, event or occurrence that (ci) All would be materially adverse to the outstanding partnership interestsassets, limited liability company interestsLiabilities, shares business, financial condition or results of capital stock operations of the Company and the Company Subsidiaries taken as a whole, other than any change, circumstance, effect, event or occurrence resulting from (A) changes in general economic conditions affecting the United States, (B) general changes or developments in the industries in which the Company and the Company Subsidiaries operate or (C) the announcement of this Agreement and the transactions contemplated hereby, including any termination of, reduction in or other equity interests insimilar negative impact on the relationships, each material Subsidiary contractual or otherwise, with any customers, distributors, partners or employees of Parent that are owned directly the Company and the Company Subsidiaries to the extent due to the announcement of this Agreement and the transactions contemplated hereby, including any termination of, reduction in or indirectly by Parent have been duly authorized and validly issued (in accordance similar negative impact on the relationships, contractual or otherwise, with any customers, distributors, partners or employees of FNF to the Organizational Documents extent due to the announcement of such entity) and are fully paid (this Agreement or the identity of the parties hereto, unless, in the case of an interest the foregoing clauses (A) and (B), such changes referred to therein have a materially disproportionate effect on the Company and the Company Subsidiaries taken as a whole relative to other participants in the industry in which the Company and the Company Subsidiaries operate, or (ii) would have a limited partnership material adverse effect on the ability of the Company to perform its obligations hereunder or limited liability companyto consummate the transactions contemplated hereby on a timely basis. The Company has delivered or made available to FNF complete and correct copies of the Company Charter and the Company By-laws and of the certificates of incorporation and by-laws, or other organizational documents, of each of the Company Subsidiaries, in each case as amended to the extent required under the Organizational Documents date of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensthis Agreement.

Organization, Standing and Corporate Power. (a) Each of Parent the Partnership, the Partnership GP and its their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnershiplimited liability company, corporate, limited liability company partnership or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent the Partnership (“Parent Partnership Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, partnership interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent the Partnership that are owned directly or indirectly by Parent the Partnership have been duly authorized and validly issued (in accordance with the agreement or certificate of limited partnership, limited liability company agreement, certificate of formation, certificate or articles of incorporation, bylaws or other similar organizational documents (in each case as in effect on the date hereof and on the Closing Date) (the “Organizational Documents Documents”) of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all liens, pledges, charges, mortgages, encumbrances, options, rights of first refusal or other preferential purchase rights, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions as set forth in the Organizational Documents of such Subsidiary and for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” laws of the various States of the United States) (collectively, “Liens”).

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnershiplimited liability company, corporate, limited liability company partnership or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent the Company (“Parent Company Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, partnership interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent the Company that are owned directly or indirectly by Parent the Company have been duly authorized and validly issued (in accordance with the agreement or certificate of limited partnership, limited liability company agreement, certificate of formation, certificate or articles of incorporation, bylaws or other similar organizational documents (in each case as in effect on the date hereof and on the Closing Date) (the “Organizational Documents Documents”) of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all liens, pledges, charges, mortgages, encumbrances, options, rights of first refusal or other preferential purchase rights, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the transfer of the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” laws of the various States of the United States) (collectively, “Liens”).

Organization, Standing and Corporate Power. (a) Each of Parent the Partnership, the Partnership GP and its their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnershiplimited liability company, corporate, limited liability company partnership or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent the Partnership (“Parent Partnership Material Adverse Effect”). (b) Each of Parent the Partnership and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. (c) All of the outstanding partnership interests, limited liability company interests, partnership interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent the Partnership that are owned directly or indirectly by Parent the Partnership have been duly authorized and validly issued (in accordance with the Organizational Documents of each such entityentity (in each case as in effect on the date of this Agreement and on the Closing Date) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all liens, pledges, charges, mortgages, encumbrances, options, rights of first refusal or other preferential purchase rights, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions as set forth in the Organizational Documents of such Subsidiary and for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” Laws of the various States of the United States) (collectively, “Liens”).

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent the Company (“Parent Company Material Adverse Effect”). (b) Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent the Company that are owned directly or indirectly by Parent the Company have been duly authorized and validly issued (in accordance with the Organizational Documents of such entityentity (in each case as in effect on the date of this Agreement and on the Closing Date) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens.

Organization, Standing and Corporate Power. (a) Each of Parent the Partnership, the Partnership GP and its their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnershiplimited liability company, corporate, limited liability company partnership or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent the Partnership (“Parent Partnership Material Adverse Effect”). (b) Each of Parent the Partnership and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, partnership interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent the Partnership that are owned directly or indirectly by Parent the Partnership have been duly authorized and validly issued (in accordance with the Organizational Documents of each such entityentity (in each case as in effect on the date of this Agreement and on the Closing Date) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and and, except as disclosed in the Partnership SEC Documents, are owned free and clear of all any mortgage, claim, encumbrance, pledge, lien (statutory or otherwise), security agreement, conditional sale or trust receipt or a lease, consignment or bailment, preference or priority, assessment, deed of trust, charge, easement, servitude or other encumbrance upon or with respect to any property of any kind (including any restriction on the right to vote or transfer the same, except for such transfer restrictions as set forth in the Organizational Documents of such Subsidiary and for such transfer restrictions of general applicability as may be provided under the Securities Act, and the “blue sky” Laws of the various states of the United States) (collectively, “Liens”).

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal corporation duly organized, validly existing and in good standing under the Laws of the State of New Jersey and has all requisite corporate power and authority under the NJBCA to own or lease all of its properties and assets and to carry on its business as it is now being conducted as described in the Company’s Annual Report on Form 10-K filed on April 20, 2010 (the “Latest 10-K”). Each Subsidiary of the Company is a corporation, société par actions simplifiée or other entity duly organized, validly existing and in good standing under the Laws of the its jurisdiction in which it is incorporated, formed or organized, as applicable, of organization and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had . The Company and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (cb) All The Company has made available to Parent complete and correct copies of (i) the outstanding partnership interestscertificate of incorporation and by-laws of the Company, limited liability company interestsas amended to the date of this Agreement (the “Company Charter Documents”), shares (ii) the organizational documents of capital stock of, or other equity interests ineach of its Subsidiaries, each material Subsidiary as amended to the date of Parent that are owned directly this Agreement, and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or indirectly by Parent have been duly authorized otherwise without a meeting) of the shareholders of the Company, the board of directors of the Company and validly issued all committees of the board of directors of the Company (other than meetings and other proceedings held to discuss or take any actions in accordance connection with the Organizational Merger and the other Transactions or in connection with any previous proposals with respect an acquisition or merger involving the Company). Neither the Company nor any of its Subsidiaries is in violation or breach of any of the Company Charter Documents or the organizational documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensCompany’s Subsidiaries.

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, and is validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicable, the case may be. Each of the Company and its Subsidiaries has all requisite partnership, corporate, limited liability company partnership or other applicable entity similar power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except where the failure to have such power power, authority, licenses, permits, authorizations and approvals would not, individually or authority in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each other jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, licensing or good standing necessary, other than in such other jurisdictions where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent Effect. The Company has made available to Parent, prior to the execution of this Agreement, true, complete and accurate copies of the Company’s certificate of incorporation (the “Parent Material Adverse EffectCompany Certificate”) and bylaws (the “Company Bylaws”). (b) Each , and the comparable organizational documents of Parent and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing Subsidiaries, in each jurisdiction case as amended to, and in which effect on, the nature date of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectthis Agreement. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity limited liability company duly organized, organized and validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicableState of Oregon, and has all requisite partnership, corporate, limited liability company or other applicable legal entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature conduct of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate the Transactions or have a Parent Company Material Adverse Effect. The Company Organizational Documents that have been made available to the Acquiror are true, correct and complete and are in effect as of the date of the Agreement and the Company is not in default under or in violation of any provision thereunder. (cb) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Each Subsidiary of Parent the Company is duly organized or formed, as applicable, validly existing and in good standing (or its equivalent) under the Laws of its jurisdiction of organization or formation, as applicable, and has all requisite legal entity power and authority to carry on its business as now being conducted. Each Subsidiary of the Company is duly qualified or licensed to do business and is in good standing (or its equivalent) in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of the Company Group to consummate the Transactions or have a Company Material Adverse Effect. The Company Subsidiary Organizational Documents that are owned directly or indirectly by Parent have been duly authorized made available to the Acquiror are true, correct and validly issued (in accordance with the Organizational Documents of such entity) complete and are fully paid (in effect as of the case date of an interest the Agreement and no Company Group Member is in a limited partnership default under or limited liability company, to the extent required under the Organizational Documents in violation of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensany provision thereunder.

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnershiplimited liability company, corporate, limited liability company partnership or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on Parent the Company (“Parent Company Material Adverse Effect”). (b) Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Company Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, partnership interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent the Company that are owned directly or indirectly by Parent the Company have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all liens, pledges, charges, mortgages, encumbrances, options, rights of first refusal or other preferential purchase rights, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” laws of the various States of the United States) (collectively, “Liens”). Except for those of the Company Joint Ventures, all such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by the Company. (d) The Company has made available to Parent correct and complete copies of its certificate of formation and the Company LLC Agreement (the “Company Charter Documents”), and correct and complete copies of the certificates of formation and limited liability company agreements (or comparable organizational documents) of each of its material Subsidiaries (the “Company Subsidiary Documents”), in each case as amended to the date of this

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and State of Delaware. The Company has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing qualification or qualification license necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Non-Hawaii Material Adverse Effect. (cb) All Section 3.1(b)(1) of the outstanding partnership interestsCompany Disclosure Schedule sets forth a true and complete list of each Subsidiary of the Company, indicating its jurisdiction of incorporation or formation, and a true and complete list of each other corporation, partnership, limited liability company interestsor other entity that is not a Subsidiary but in which the Company, directly or indirectly, holds an equity interest. Each of the Company’s Subsidiaries (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite corporate (or similar) 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 in the case of (ii) where the failure to have such corporate power and authority would not reasonably be expected to prevent or materially delay the consummation by the Company of the Transactions or adversely affect the operation of the Company’s business in any material respect, and (iii) is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such qualification, license or good standing necessary, except in the case of (iii) where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Non-Hawaii Material Adverse Effect. Except as set forth on Section 3.1(b)(2) of the Company Disclosure Schedule, all the outstanding shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that the Company’s Subsidiaries are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned Company free and clear of all Liens, Encumbrances, pledges, security interests and transfer restrictions, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933 (the “Securities Act”), and other applicable securities Laws. Except as set forth on Section 3.1(b)(3) of the Company Disclosure Schedule, the Company and its Subsidiaries do not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing in any Person other than the Company’s Subsidiaries, nor are any of them under any current or prospective obligation to form or participate in, provide funds, make any loan, capital contribution, or other investment in any Person. (c) The Company has made available to Parent complete and correct copies of the certificate of incorporation and bylaws of the Company, in each case as amended to the date of this Agreement (the “Company Charter Documents”), and the certificate of incorporation and bylaws (or comparable organizational documents) of each of the Company’s Subsidiaries, in each case as amended to the date of this Agreement (the “Subsidiary Charter Documents”). Except as set forth on Section 3.1(c) of the Company Disclosure Schedule, the Company has made available to Parent true and complete copies of the minutes, to the extent finalized and approved by the Company Board or any committee thereof, of all meetings of the Company’s and each Subsidiary’s stockholders, the Company Board and each committee of the Company Board held since January 1, 2011 (including the boards and related committees of each Subsidiary, as applicable), in each case with the redaction of any information that in the opinion of counsel would reasonably be expected to be competitively sensitive and any information pertaining to a potential sale of the Company or one or more of its businesses.

Organization, Standing and Corporate Power. (a) Each of Parent the Seller and its Subsidiaries is a legal entity duly organized, validly existing and in good corporate standing (or equivalent status) under the Laws of the jurisdiction in which it is incorporated, formed state of its incorporation or organized, as applicable, organization and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or own, lease all of and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority comply with any of the foregoing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Seller Material Adverse Effect”). (b) . Each of Parent the Seller and its Subsidiaries is duly licensed or qualified to do business and is in good standing (or equivalent status) as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes requires such licensing license or qualification necessaryqualification, except where the failure to be so licensed, qualified or in corporate good standing (or equivalent status) has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Seller Material Adverse Effect. (cb) All The Seller has made available to Purchaser true, correct and complete copies of the outstanding partnership interestsarticles of incorporation and bylaws of the Seller and the organizational documents of each of its Subsidiaries, limited liability company interestsas amended to the date of this Agreement (collectively, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the “Organizational Documents”). The Organizational Documents are in full force and effect, and neither the Seller nor any of such entity) and are fully paid (its Subsidiaries is in the case material violation of an interest in a limited partnership or limited liability company, to the extent required under the its respective Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensDocuments.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws laws of the State of New Jersey and has the requisite corporate power and authority to carry on its business as now being conducted. Each of the Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, incorporated and has all the requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the its business conducted by it or the character ownership or location leasing of the its properties and assets owned or leased by it makes such licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or and in good standing has not had and would not reasonably be expected to have, (individually or in the aggregate) would not have a Material Adverse Effect on the Company. The Company has previously delivered or made available to Parent accurate and complete copies of the certificates of incorporation, a Parent bylaws and other comparable documents of the Company and each of its Subsidiaries. (b) As used in this Agreement, (x) the word "Subsidiary" means any entity of which 50% or more of the effective voting power or equity or other ownership interest of such entity is directly or indirectly owned by such party, and (y) the term "Material Adverse Effect. " means, an event (cincluding without limitation a natural catastrophe), change, circumstance, state of facts or effect that has had or is reasonably likely to have a material adverse effect on (A) All the outstanding partnership interestscondition (financial or otherwise), limited liability company interestsproperties, shares assets, liabilities, businesses, operations or results of capital stock ofoperations of the Company and its Subsidiaries taken as a whole, or other equity interests inParent and its Subsidiaries taken as a whole, each as the case may be, except to the extent that any such material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued adverse effect results from (in accordance with the Organizational Documents of such entity1) and are fully paid (changes in the case of an interest economy in a limited partnership or limited liability companygeneral in the United States, to the extent required under that such changes do not have a disproportionate effect on the Organizational Documents Company and its Subsidiaries taken as a whole relative to other participants in the industry in which the Company and its Subsidiaries conduct business, or Parent and its Subsidiaries taken as a whole, as the case may be; (2) changes in United States or global financial or securities markets or conditions, including those caused by acts of such entity) and nonassessable (war, hostility or terrorism, to the extent such Subsidiary changes do not have a disproportionate effect on the Company and its Subsidiaries taken as a whole relative to other participants in the industry in which the Company and its Subsidiaries conduct business, or Parent and its Subsidiaries taken as a whole, as the case may be; (3) changes or events affecting the insurance industry generally so long as such changes or events do not have a materially disproportionate effect on the Company and its Subsidiaries taken as a whole relative to other participants in the industry in which the Company and its Subsidiaries conduct business, or Parent and its Subsidiaries taken as a whole, as the case may be (it being agreed that such changes or events shall not include any named hurricane that is identified as a corporate entityCategory 3 or higher hurricane, but shall otherwise include natural catastrophes); (4) changes in United States generally accepted accounting principles or in statutory accounting practices ("GAAP" or "SAP" respectively) after the date of this Agreement prescribed by the applicable domiciliary state regulation, including accounting pronouncements by the Securities and are owned free Exchange Commission (the "SEC"), the National Association of Insurance Commissioners and clear the Financial Accounting Standards Board; or (5) the announcement of all Liensthis Agreement or the consummation of the transactions contemplated hereby, or (B) the ability of the Company or Parent, as the case may be, to perform its obligations hereunder on a timely basis.

Organization, Standing and Corporate Power. (a) Each of Parent, Parent GP and its their Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent, Parent GP and its their Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens. Except for those of the Parent Joint Ventures, all such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by Parent. (d) Parent has made available to the Company correct and complete copies of its certificate of limited partnership and the Parent Partnership Agreement (the “Parent Charter Documents”) and correct and complete copies of the certificates of limited partnership and partnership agreements (or comparable organizational documents) of each of its material Subsidiaries (the “Parent Subsidiary Documents”), in each case as amended to the date of this Agreement. All such Parent Charter Documents are in full force and effect and Parent is not in violation of any of their provisions.

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, incorporated or formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company corporate or other applicable entity power power, as the case may be, and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (cb) Section 3.1(b) of the Company Disclosure Schedule lists all Subsidiaries of the Company together with the jurisdiction of organization of each such Subsidiary. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent the Company have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned directly or indirectly by the Company free and clear of all liens, pledges, proxies, charges, mortgages, encumbrances, adverse rights, restrictions or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” laws of the various States of the United States) (collectively, “Liens”). Other than money market accounts, the Company does not own, directly or indirectly, any capital stock of, or voting securities or equity interests in, any Person, other than its Subsidiaries. (c) The Company has made available to Parent in the VDR true, complete and correct copies of the Company Charter Documents and true, complete and correct copies of the certificates of incorporation and by-laws (or comparable organizational documents) of each of its Subsidiaries (the “Subsidiary Documents”), in each case as amended to the date of this Agreement. All such Company Charter Documents and Subsidiary Documents are in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any of their respective provisions. The Company has made available to Parent in the VDR true, complete and correct copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders and the Company Board (other than any such minutes relating to or in connection with the Transactions) since January 1, 2007.

Organization, Standing and Corporate Power. (a) Each of Parent and each of its Significant Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the jurisdiction in which it is incorporated, formed organized and has the requisite corporate or organizedother power, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of . The Parent and each of its Significant Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of the its business conducted by it or the character ownership or location leasing of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except where other than in such jurisdictions in which the failure to be so licensed, qualified or licensed or to be in good standing has not had and would not reasonably be expected to have, individually or in the aggregateaggregate could not be reasonably expected to have a material adverse effect on the business, financial condition or results of operations of Parent and each of its Subsidiaries, taken as a whole, or on the ability of Parent and Sub to perform their respective obligations under this Agreement (any such effect, a "Parent Material Adverse Effect. MAE"). Parent has delivered to the Company prior to the execution of this Agreement complete and correct copies of its articles of incorporation and bylaws, in each case as amended to date and as proposed to be amended and restated at the Parent Shareholders Meeting (c) All as so amended and restated, the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of "Amended Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entityConstituent Documents") and are fully paid (in the case of an interest in a limited partnership or limited liability company, has made available to the extent required under Company the Organizational Documents articles of such entityincorporation and bylaws (or comparable organizational documents) and nonassessable (of each of its Subsidiaries, in each case as amended to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate.

Organization, Standing and Corporate Power. (a) Each of Parent the Partnership, the Partnership GP and its their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnershiplimited liability company, corporate, limited liability company partnership or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent the Partnership (“Parent Partnership Material Adverse Effect”). (b) Each of Parent the Partnership and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, partnership interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent the Partnership that are owned directly or indirectly by Parent the Partnership have been duly authorized and validly issued (in accordance with the Organizational Documents of each such entityentity (in each case as in effect on the date of this Agreement and on the Closing Date) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all liens, pledges, charges, mortgages, encumbrances, options, rights of first refusal or other preferential purchase rights, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions as set forth in the Organizational Documents of such Subsidiary and for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” Laws of the various States of the United States) (collectively, “Liens”).

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries Seller is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the its jurisdiction in which it is incorporated, formed or organized, as applicable, of incorporation and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to execute this Agreement and the Ancillary Agreements to which it is a party and to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have Interests held by such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”)Seller. (b) Each of Parent the Sale Entities and its Subsidiaries the JV Companies is duly licensed or organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except in each case as would not reasonably be expected to have a Material Adverse Effect. Each of the Sale Entities and the JV Companies is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All . Except as set forth on Schedule 3.2(a), all the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that the Sale Entities and the JV Companies have been validly issued and are fully paid and non-assessable and are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned Sellers free and clear of all LiensLiens other than Permitted Encumbrances. (c) Each of the Sale Entities and the JV Companies has all requisite entity power and authority to enable it to own or lease its properties and assets and to conduct its businesses as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Material Adverse Effect. (d) Sellers have made available to Buyer true and complete copies of the Organizational Documents of each Sale Entity and JV Company as in effect on the date of this Agreement.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries Merger Sub is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of Delaware and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent and its Subsidiaries Merger Sub is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (cb) Each of Parent’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite limited liability company power and authority necessary to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material such Subsidiary of Parent that (except for directors’ qualifying shares or the like) are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensliens, pledges, security interests and transfer restrictions, other than the Permitted Liens and such transfer restrictions of general applicability as may be provided under the Securities Act, and other applicable securities Laws. There are no outstanding (i) securities of Parent or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of Parent, (ii) options, stock appreciation rights, warrants, restricted stock units, rights or other commitments or agreements to acquire from Parent or any of its Subsidiaries, or that obligate Parent or any of its Subsidiaries to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of Parent, (iii) obligations of Parent to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of Parent (the items in clauses (i), (ii) and (iii), together with the capital stock of the Subsidiaries of Parent, being referred to collectively as “Parent Subsidiary Securities”) or (iv) other obligations by Parent or any of its Subsidiaries to make any payments based on the price or value of any Parent Subsidiary Securities. There are no Contracts of any kind which obligate Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Parent Subsidiary Securities. Neither Parent nor any of its Subsidiaries is a party to any Contract restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilution rights or rights of first refusal or similar rights with respect to any Parent Subsidiary Securities. (c) Parent has made available to the Company complete and correct copies of the certificate of incorporation and by-laws of each of Parent and Merger Sub, in each case as amended to the date of this Agreement (the “Parent Charter Documents”).

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity duly organized, validly existing and in good standing under the Laws Law of the its jurisdiction in which it is incorporated, formed or organized, as applicable, of organization and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had presently conducted and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which where the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except other than where the failure to be so licensedqualified, qualified licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. . Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (cwhere such concept is recognized under applicable Law) All under the outstanding partnership interestsLaw of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, limited liability company interestsleasing or operation of its properties makes such qualification or licensing necessary, shares other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has made available to Parent prior to the execution of capital stock of, or other equity interests in, each material Subsidiary this Agreement true and complete copies of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued the Restated Certificate of Incorporation of the Company (in accordance with the Organizational Documents “Company Certificate of such entityIncorporation”) and are fully paid the Second Amended and Restated Bylaws of the Company (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens“Company Bylaws”).

Organization, Standing and Corporate Power. (a) Each of Parent the Partnership, the Partnership GP, the Partnership GP Delegate and its their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnershiplimited liability company, corporate, limited liability company partnership or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent the Partnership (“Parent Partnership Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, partnership interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent the Partnership that are owned directly or indirectly by Parent the Partnership have been duly authorized and validly issued (in accordance with the agreement or certificate of limited partnership, limited liability company agreement, certificate of formation, certificate or articles of incorporation, bylaws or other similar organizational documents (in each case as in effect on the date hereof and on the Closing Date) (the “Organizational Documents Documents”) of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all liens, pledges, charges, mortgages, encumbrances, options, rights of first refusal or other preferential purchase rights, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the transfer of the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” laws of the various States of the United States) (collectively, “Liens”).

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) All of the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entityentity (in each case as in effect on the date of this Agreement and on the Closing Date) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable non-assessable (to except as non-assessability may be affected by the extent Laws of the jurisdiction in which such material Subsidiary is a corporate entityformed) and are owned free and clear of all Liens other than Permitted Security Liens.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries subsidiaries is a corporation or other legal entity duly organized, organized and validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedof its incorporation, formed formation or organizedorganization, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company partnership or other applicable entity similar power and authority necessary to own or own, lease and operate all of its properties and assets and to carry on its business as it is now being currently conducted, except where the failure for such failures to be duly organized or validly existing or to have such corporate, partnership or similar power or authority has not had and that would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries subsidiaries is duly licensed or qualified to do business and is in good standing (or equivalent status, to the extent such concept exists) in each jurisdiction in which the nature of the business currently conducted by it or the character or location of the properties and assets currently owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and (or equivalent status) would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Material Adverse Effect. (c) All Parent has made available to the outstanding partnership interests, limited liability company interests, shares Company true and complete copies of capital stock of, or other equity interests in, each material Subsidiary the articles of association of Parent (the “Parent Charter Documents”), as amended to the date of this Agreement. The Parent Charter Documents and organizational or governing documents of each of its subsidiaries are in full force and effect and Parent is not in violation of any of the provisions of the Parent Charter Documents and none of Parent’s subsidiaries is in violation of any of the provisions of its organizational or governing documents except, in each case, where such failures or violations would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. The UK Panel on Takeovers and Mergers has confirmed to Parent that are owned directly or indirectly by Parent is not subject to the UK City Code on Takeovers and Mergers (the “Takeover Code”) and there have been duly authorized no subsequent changes in Parent’s circumstances that would result in Parent having its central management and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (control in the case United Kingdom for the purposes of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensTakeover Code.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of Delaware and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority and all necessary governmental approvals to own or own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing qualification, license or qualification good standing necessary, except where the failure to be so licensedqualified, qualified licensed or in good standing has not had and would not reasonably be expected to havehave a Company Material Adverse Effect. (b) Each of the Company’s Subsidiaries (each, a “Company Subsidiary”) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate (or similar) power and authority and all necessary governmental approvals to own, lease and operate its properties and other assets and to carry on its business as now being conducted, except in each case where the failure to be in good standing or have such power, authority or governmental approvals would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification, license or good standing necessary, except where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. (c) . All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material such Company Subsidiary of Parent that (except for directors’ qualifying shares or the like) are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned Company free and clear of all Liensliens, pledges, encumbrances, security interests and transfer restrictions of any kind and nature whatsoever, and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933 and the rules and regulations promulgated thereunder (the “Securities Act”), and other applicable securities laws. (c) The Company has made available to Parent complete, true and correct copies of the certificate of incorporation and bylaws of the Company, in each case as amended to the date of this Agreement (the “Company Charter Documents”).

Organization, Standing and Corporate Power. (a) Each The Company and each of Parent and its Subsidiaries is a legal entity has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except where the failure to be so organized, existing and in good standing, or to have such power and authority, individually or authority in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each . The Company and each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and or other assets owned or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to be so licensedqualified, qualified licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All the outstanding partnership interests. The Company has made available to Parent, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, prior to the extent required date of this Agreement, complete and accurate copies of the Second Amended and Restated Certificate of Incorporation of the Company, as amended (the “Company Certificate”), and the Bylaws of the Company (the “Company Bylaws”), and the comparable organizational documents of each Significant Subsidiary (as such term is defined in Rule 12b-2 under the Organizational Documents Exchange Act) (a “Significant Subsidiary”) of such entity) and nonassessable (the Company, in each case as amended to the extent such Subsidiary date hereof. The Company Certificate and the Company Bylaws so delivered are in full force and effect and the Company is a corporate entity) and are owned free and clear not in violation of all Liensthe Company Certificate or Company Bylaws.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries subsidiaries is a corporation or other legal entity duly organized, organized and validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedof its incorporation, formed formation or organizedorganization, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company partnership or other applicable entity similar power and authority necessary to own or own, lease and operate all of its properties and assets and to carry on its business as it is now being currently conducted, except where the failure for such failures to be duly organized or validly existing or to have such corporate, partnership or similar power or authority has not had and that would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries subsidiaries is duly licensed or qualified to do business and is in good standing (or equivalent status, to the extent such concept exists) in each jurisdiction in which the nature of the business currently conducted by it or the character or location of the properties and assets currently owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and (or equivalent status) would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Material Adverse Effect. (c) All Parent has made available to the outstanding partnership interests, limited liability company interests, shares Company true and complete copies of capital stock of, or other equity interests in, each material Subsidiary the Memorandum of Association and Articles of Association of Parent that (together, the “Parent Charter Documents”), in each case, as amended to the date of this Agreement. The Parent Charter Documents are owned directly in full force and effect and Parent is not in violation of any of the provisions of the Parent Charter Documents and none of Parent’s significant subsidiaries is in violation of any of the provisions of its organizational or indirectly by Parent have been duly authorized and validly issued (governing documents except, in accordance with the Organizational Documents of each case, where such entity) and are fully paid (failures or violations would not reasonably be expected, individually or in the case of an interest in a limited partnership or limited liability companyaggregate, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is have a corporate entity) and are owned free and clear of all LiensParent Material Adverse Effect.

Organization, Standing and Corporate Power. (a) Each The Company and each of Parent and its Subsidiaries is a legal entity has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority and possesses all material governmental licenses, permits, authorizations and approvals necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it currently conducted. (b) The Company and each of its Subsidiaries is now being conductedduly qualified or licensed to do business in each jurisdiction in which the nature of its business or the ownership, except leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to have such power be so qualified, licensed or authority in good standing individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The Company has made available to Parent, prior to the date of this Agreement, complete and accurate copies of the Amended and Restated Articles of Incorporation of the Company (the “Company Articles”) and the Company’s Bylaws (the “Company Bylaws”), and the comparable organizational documents of each of its Subsidiaries, in each case as amended to the date hereof and currently in force. All record of ownership of the outstanding partnership interests, limited liability company interests, shares of capital stock of, of or other equity interests ininterest in each of the Subsidiaries of the Company, and all the minute books and similar records of the Company and each material Subsidiary of Parent that are owned directly or indirectly by Parent its Subsidiaries for the past three years through May 2007 have been duly authorized and validly issued (made available to Parent for inspection. Said records accurately reflect in accordance with the Organizational Documents of such entity) and are fully paid (all material respects all transactions in the case capital stock of an interest or equity interests in a limited partnership or limited liability companythe Subsidiaries at this date, and the current ownership thereof. The minute books and similar records contain, in all material respects, true, correct and complete copies of all resolutions adopted by the shareholders and the Boards of Directors of the Company and of its Subsidiaries and any other action formally taken by them prior to the extent required under date hereof. Neither the Organizational Documents Company nor any of such entity) and nonassessable (to its Subsidiaries is in violation of any of the extent such Subsidiary is a corporate entity) and are owned free and clear provisions of all Liensits organizational documents.

Organization, Standing and Corporate Power. (a) Each The Company and each of Parent and its Subsidiaries is a legal entity has been duly organized, is validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company corporate or other applicable entity power and authority and possesses all Permits necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except where the failure to have possess such power or authority has not had and would not reasonably be expected to havePermits, individually or in the aggregate, would not have a Company Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each or prevent or materially impair the ability of Parent the Company to perform its obligations under this Agreement or prevent or materially impede, hinder or delay the consummation of the Merger or the other transactions contemplated hereby. Section 4.1 of the Company Disclosure Schedule identifies each jurisdiction where the Company is qualified or licensed to do business. The Company and each of its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havelicensed , individually or in the aggregate, would not have a Parent Company Material Adverse Effect. Effect or prevent or materially impair the ability of the Company to perform its obligations under this Agreement or prevent or materially impede, hinder or delay the consummation of the Merger or the other transactions contemplated hereby. The Company has made available to Parent, prior to the date of this Agreement, complete and accurate copies of its Amended and Restated Certificate of Incorporation (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity“Company Certificate”) and are fully paid Amended and Restated By-laws (the “Company By-laws”), in the each case of an interest in a limited partnership or limited liability company, as amended to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate hereof.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entityentity (in each case as in effect on the date of this Agreement and on the Closing Date) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens. (d) Parent has made available to the Partnership correct and complete copies of its Organizational Documents, and correct and complete copies of the Organizational Documents of each of its material Subsidiaries, in each case as amended to the date of this Agreement. All such Organizational Documents are in full force and effect and Parent is not in violation of any of their provisions.

Organization, Standing and Corporate Power. (a) Each of Parent the RECO Companies and its each of their respective Significant Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, organized and has all the requisite partnership, corporate, partnership or limited liability company or other applicable entity power power, as the case may be, and authority necessary to own or own, operate, lease all of and encumber its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power . The RECO Companies and each of their respective Significant Subsidiaries are duly qualified or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of the business conducted by it their respective businesses or the character ownership or location leasing of the their respective properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except where other than in such jurisdictions in which the failure to be so licensed, qualified or licensed or to be in good standing has not had and would not reasonably be expected to have, individually or in the aggregateaggregate could not be reasonably expected to have a material adverse effect on the business, assets, prospects, financial condition or results of operations of the RECO Companies and their respective Subsidiaries, taken as a whole, or on the ability of the RECO Companies to perform any of their obligations under this Agreement (any such effect, a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent "RECO MAE"). The RECO Companies have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, delivered to the extent required under the Organizational Documents of such entity) and nonassessable (Company prior to the extent such Subsidiary is a corporate entityexecution of this Agreement complete and correct copies of their respective articles of incorporation and bylaws, in each case as amended to date and have made available to the Company the articles of incorporation and bylaws (or comparable organizational documents) and are owned free and clear of all Lienseach of their respective Subsidiaries, in each case as amended to date.

Organization, Standing and Corporate Power. The Company and each of its Significant Subsidiaries (aas such term is defined in Rule 12b-2 under the Exchange Act) Each of Parent and its Subsidiaries is a legal entity has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to own own, lease or lease all of otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except where the failure to be in good standing or where the failure to have such power governmental licenses, permits, authorizations or authority approvals individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”as defined in Section 8.03). (b) Each . The Company and each of Parent and its Significant Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification, licensing or qualification good standing necessary, except other than in such jurisdictions where the failure to be so licensedqualified, qualified licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All the outstanding partnership interests. The Company has made available to Parent, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, prior to the extent required under date of this Agreement, complete and accurate copies of the Organizational Documents of such entity) Company Certificate and nonassessable the Company’s Bylaws (the “Company Bylaws”), in each case as amended to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate hereof.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries SiriusXM is (a) a legal entity corporation duly organized, validly existing and duly qualified or licensed and in good standing under the Laws of the state or jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity of its organization with full corporate power and authority necessary to own or lease all of own, lease, use and operate its properties and assets and to carry on conduct its business as it is now being currently conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is and, to the extent applicable, in good standing in each any other jurisdiction in which the nature of the business conducted by it or the character property it owns, leases, uses or location of the properties and assets owned operates requires it to be so qualified, licensed or leased by it makes such licensing or qualification necessaryin good standing, except where the failure failures to be so licensedqualified, qualified licensed or in good standing has have not had a Material Adverse Effect on SiriusXM (“SiriusXM Material Adverse Effect”). (b) Section 5.1(b) of the SiriusXM Disclosure Schedule lists all Subsidiaries of SiriusXM together with (i) the jurisdiction of organization of each such Subsidiary and would (ii) in the case of Subsidiaries that are not reasonably be expected to havewholly owned by SiriusXM, individually the percentage owned by SiriusXM, or in the aggregatecase of an indirect Subsidiary, the percentage owned by a Parent Material Adverse Effect. (cSubsidiary of SiriusXM. Except as set forth in Section 5.1(b) All of the SiriusXM Disclosure Schedule, all of the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent SiriusXM have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned directly or indirectly by SiriusXM free and clear of all Liens. Except as set forth in Section 5.1(b) of the SiriusXM Disclosure Schedule, SiriusXM does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person. (c) SiriusXM has delivered to Liberty correct and complete copies of its certificate of incorporation and bylaws (the “SiriusXM Charter Documents”), as amended to the date of this Agreement. All such SiriusXM Charter Documents and the certificates of incorporation, bylaws and stockholders’ or governance agreements (or comparable organizational documents) of each of its Subsidiaries (the “SiriusXM Subsidiary Documents”) are in full force and effect and neither SiriusXM nor any of its Subsidiaries is in violation of any of their respective provisions.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of Delaware and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority and all necessary governmental approvals to own or own, lease all of and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and governmental approvals would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Parent (“Parent Material Adverse Effect”as defined in Section 9.14(hh). (b) Each of Parent and its Subsidiaries ). The Company is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature or conduct of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned requires it to be so qualified, licensed or leased by it makes such licensing or qualification necessaryin good standing, except for such jurisdictions where the failure to be so licensedqualified, qualified licensed or to be in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. (b) Each Company Subsidiary (as defined in Section 4.2(d)) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all 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 now being conducted, except where the failure to have such governmental approvals would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature or conduct of its business or the ownership, leasing or operation of its properties requires it to be so qualified, licensed or in good standing, except for such jurisdictions where the failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) All The Company has furnished or made available to Parent true and complete copies of the outstanding partnership interestsRestated Certificate of Incorporation of the Company, limited liability company interestsas amended through the date of this Agreement (as so amended, shares the “Company Certificate of capital stock ofIncorporation”); the Bylaws of the Company, or other equity interests inas amended through the date of this Agreement (as so amended, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized the “Company Bylaws” and validly issued (in accordance together with the Company Certificate of Incorporation, “Company Organizational Documents”); and the comparable charter and organizational documents of each Company Subsidiary, in each case as amended through the date of this Agreement. The Company Organizational Documents are in full force and effect and have not been amended or otherwise modified. The Company is not in violation of such entity) any provision of the Company Organizational Documents, and are fully paid no Company Subsidiary is in material violation of any provision of its certificate of incorporation, bylaws or equivalent organizational documents. The Company has made available to Parent complete and correct copies of the minutes (or, in the case of an interest in a limited partnership or limited liability companyminutes that have not yet been finalized, to drafts thereof) of all meetings of the extent required under stockholders of the Organizational Documents Company and each of such entity) and nonassessable the Company Subsidiaries (to the extent such Subsidiary is a corporate entityavailable), the boards of directors of the Company and each of the Company Subsidiaries (to the extent available) and are owned free the committees of each such board of directors, in each case held since January 1, 2006 and clear of all Liensprior to the date hereof.

Organization, Standing and Corporate Power. (a) Each of (i) Parent and its Subsidiaries is a legal entity public company with limited liability (naamloze vennootschap) duly organized, validly existing and in good standing (to the extent such jurisdiction recognizes such concept) under the Laws of the Netherlands and (ii) each of Merger Sub and Merger Sub II is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicableState of Delaware, and each of Parent, Merger Sub and Merger Sub II has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure (other than with respect to have such power or authority has not had Parent’s due organization and valid existence) as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to (A) have a Parent Material Adverse Effect on Parent or (B) prevent or materially delay or impair the ability of Parent, Merger Sub or Merger Sub II to consummate the Transactions (this clause (B), a “Parent Material Adverse Impairment Effect”). (b) . Each of Parent Parent, Merger Sub and its Subsidiaries Merger Sub II is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (cb) Each Subsidiary of Parent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in each case as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or a Parent Impairment Effect. Each Subsidiary of Parent is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that have been validly issued and are fully paid and, to the extent applicable, nonassessable, and (except for directors’ qualifying shares or the like) are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens, except for such transfer restrictions of general applicability as may be provided under the Securities Act and other applicable securities laws. (c) Parent has made available to the Company complete and correct copies of the articles of incorporation, certificate of incorporation and by-laws or comparable documents of Parent and each Merger Sub, in each case as amended to the date of this Agreement (the “Parent Charter Documents”).

Organization, Standing and Corporate Power. (a) Each of Parent and each of its Subsidiaries has been duly organized and is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except except, in the case of Subsidiaries that, individually or in the aggregate, do not own more than 5% of the consolidated assets of Parent and its Subsidiaries as of December 31, 2010, where the failure to be so organized, existing and in good standing, or to have such power and authority, individually or authority in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of . Parent and each of its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the conduct or nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and or other assets owned or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to be so licensedqualified, qualified licensed or in good standing (with respect to jurisdictions that recognize that concept) individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All . Parent has made available to the outstanding partnership interestsCompany, limited liability company interestsprior to the date of this Agreement, shares true, complete and accurate copies of capital stock of, or other equity interests in, each material Subsidiary the Amended and Restated Certificate of Incorporation of Parent that are owned directly or indirectly by (the “Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entityCertificate”) and are fully paid the Amended and Restated By-laws of Parent (the “Parent Bylaws”), in the each case of an interest in a limited partnership or limited liability company, as amended to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate hereof.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of Delaware and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (cb) For each Subsidiary of the Company, Section 3.1(b) of the Company Disclosure Schedule lists the name, jurisdiction of incorporation or organization, each jurisdiction in which such Subsidiary is qualified to do business, the issued and authorized capitalization of such Subsidiary and the record holders of such Subsidiary’s equity securities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite limited liability company power and authority necessary to own, lease and operate all of 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 is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material such Subsidiary of Parent that (except for directors’ qualifying shares or the like) are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned Company free and clear of all Liensliens, pledges, security interests and transfer restrictions, other than the Permitted Liens and such transfer restrictions of general applicability as may be provided under the Securities Act of 1933 (the “Securities Act”), and other applicable securities Laws. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (ii) options, stock appreciation rights, warrants, restricted stock units, rights or other commitments or agreements to acquire from the Company or any of its Subsidiaries, or that obligate the Company or any of its Subsidiaries to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iii) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”) or (iv) other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Subsidiary Securities. There are no Contracts of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any Contract restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilution rights or rights of first refusal or similar rights with respect to any Subsidiary Securities. (c) The Company has made available to Parent complete and correct copies of the certificate of incorporation and by-laws of the Company, in each case as amended to the date of this Agreement (the “Company Charter Documents”), and the certificate of incorporation and by-laws (or similar organizational documents) of each Subsidiary of the Company, in each case as amended to the date of this Agreement.

Organization, Standing and Corporate Power. (a) Each of Parent the Company, the Manager and its their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent the Company (a “Parent Company Material Adverse Effect”). (b) Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) All of the outstanding partnership interests, limited liability company interests, partnership interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent the Company that are owned directly or indirectly by Parent the Company have been duly authorized and validly issued (in accordance with the Organizational Documents of such entityentity (in each case as in effect on the date of this Agreement and on the Closing Date) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable non-assessable (to except as non-assessability may be affected by the extent Laws of the jurisdiction in which such material Subsidiary is a corporate entityformed) and are owned free and clear of all liens, pledges, charges, mortgages, encumbrances, options, rights of first refusal or other preferential purchase rights, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same (collectively, “Liens”), except as set forth in the Organizational Documents of such material Subsidiary and for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” Laws of the various States of the United States) (collectively, “Permitted Security Liens”).

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of Delaware and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where (other than with respect to the failure to have such power or authority has not had Company’s due organization and valid existence) as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to (i) have a Company Material Adverse Effect on Parent or (ii) prevent or materially delay or impair the ability of the Company to consummate the Transactions (this clause (ii), a “Parent Material Adverse Company Impairment Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. (cb) Each Subsidiary of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (in the case of good standing, to the extent such jurisdiction recognizes such concept), except in each case as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or a Company Impairment Effect. Each Subsidiary of the Company is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that the Company have been validly issued and are fully paid and, to the extent applicable, nonassessable, and (except for directors’ qualifying shares or the like) are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned Company free and clear of all Liens, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933 (the “Securities Act”), and other applicable securities laws. Section 3.1(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a complete and correct list of all the Subsidiaries of the Company and any other Person in which the Company or any its Subsidiaries owns any shares of capital stock, voting securities or other ownership, together with (i) the jurisdiction of incorporation or organization, as applicable, of each such Subsidiary or Person, (ii) the type of and percentage interest held, directly or indirectly, by the Company in each such Subsidiary or Person and (iii) the names of any Person other than the Company or any of its Subsidiaries that owns any shares of capital stock, voting securities or other ownership in any such Subsidiary or Person, together with the type of and percentage interest held by such other Person in such Subsidiary or Person. (c) The Company has made available to Parent complete and correct copies of the certificate of incorporation and by-laws of the Company, in each case as amended to the date of this Agreement (the “Company Charter Documents”).

Organization, Standing and Corporate Power. (a) Each of Parent and Parent, its Subsidiaries and Merger Sub has been duly organized and is a legal entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporatedof its incorporation. Each of Parent, formed or organized, as applicable, its Subsidiaries and Merger Sub has all requisite partnership, corporate, limited liability company or other applicable entity power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to own enable it to own, lease or lease all of otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except where the failure to have such power government licenses, permits, authorizations or authority approvals individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent and Parent, its Subsidiaries and Merger Sub is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All . Parent has made available to Empagio complete and accurate copies of the outstanding partnership interestsParent Articles and the Parent By-laws, limited liability company intereststhe Certificate of Incorporation and By-Laws of Merger Sub, shares and the comparable organizational documents of capital stock of, or each other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (Parent, in accordance with the Organizational Documents of such entity) and are fully paid (in the each case of an interest in a limited partnership or limited liability company, as amended to the extent required under date hereof (collectively, the “Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensDocuments”).

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, incorporated and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in have a Material Adverse Effect (as defined below) on the aggregate, Company (a Parent “Company Material Adverse Effect. (c) All the outstanding partnership interests”). For purposes of this Agreement, limited liability company interests“Material Adverse Effect” shall mean, shares of capital stock ofwith respect to any party, any effect on, or other equity interests inchange, each event, occurrence or state of facts that (i) is material Subsidiary and adverse to the business, properties, assets, liabilities (contingent or otherwise), results of Parent that are owned directly operations or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents financial condition of such entityparty and its Subsidiaries taken as a whole, or (ii) prevents such party from performing its obligations under this Agreement or from consummating the Transactions; provided, however, that none of the following will be taken into account in determining whether there has been a Material Adverse Effect for any purpose under this Agreement: (w) conditions affecting any of the industries in which such party operates generally (provided that any such condition does not disproportionately affect such party or its Subsidiaries), (x) conditions affecting the economy or capital markets (provided that any such condition does not disproportionately affect such party or its Subsidiaries), (y) any failure, in and are fully paid of itself, by the party to meet any internal or published projections, forecasts or revenue or earnings predictions or projections (it being understood that the facts or circumstances giving rise to or contributing to such failure may be taken into account in determining whether there has been a Material Adverse Effect), or (z) other than with respect to Section 6.1(e), or Section 6.2(a) as it applies to Sections 3.3(c), 3.4, or 3.12(b)(iii), any effect, change, event, occurrence or state of facts resulting from, or attributable to, the case announcement or consummation of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensMerger.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company (i) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties organization, (ii) has the corporate power to own, lease and operate its assets and to carry on conduct its business as it is now being currently conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (biii) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each the jurisdiction of its organization, and (iv) is not in which the nature violation of any of the business conducted by it or the character or location provisions of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectits organizational documents. (cb) All the outstanding partnership interests, The Company was formed as a Delaware limited liability company interestson January 5, shares 2024. As of capital the date hereof, the authorized membership interests of the Company (the “Company Interests”) are 100.0% owned by MT, free and clear of all Encumbrances (other than any transfer restrictions under applicable securities Laws). The Company has never had any assets, Liabilities or business operations, and will have no assets, Liabilities or business operations prior to the Closing, except in connection with the Transactions. Immediately following the Closing, all the outstanding Company Interests will have been duly authorized and validly issued, free and clear of all Encumbrances, except restrictions on transfer under securities Laws and Encumbrances under the A&R LLC Agreement. There are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock or other equity rights, stock or other equity appreciation rights, stock-based performance units, Contracts or undertakings of any kind to which the Company is a party or by which it is bound (i) obligating the Company to issue, deliver, sell, repurchase, redeem or otherwise acquire or cause to be issued, delivered, sold, repurchased, redeemed or otherwise acquired any membership interests of, or other equity interests in, each material Subsidiary or any security convertible or exercisable for or exchangeable into any membership interests of, or other equity interests in, the Company, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, right, security, unit, Contract or undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Parent that are owned directly membership interests of, or indirectly by Parent have been duly authorized and validly issued (in accordance with other equity interests in, the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensCompany.

Organization, Standing and Corporate Power. (a) Each of Parent and its Merger Sub and each of Parent’s Significant Subsidiaries is a legal entity has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority and possess all governmental licenses, permits, authorizations and approvals necessary to own own, lease or lease all of otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except where the failure to be in good standing or where the failure to have such power governmental licenses, permits, authorizations or authority approvals, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent Parent, Merger Sub and its each of Parent’s Significant Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification, licensing or qualification good standing necessary, except other than in such jurisdictions where the failure to be so licensedqualified, qualified licensed or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All . Parent has made available to the outstanding partnership interestsCompany, limited liability company interestsprior to the date of this Agreement, shares complete and accurate copies of capital stock of, or other equity interests in, each material Subsidiary the Memorandum of Association of Parent that are owned directly or indirectly by (the “Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entityCertificate”) and are fully paid the Amended and Restated Bye-Laws of Parent (the “Parent Bye-Laws”), the Certificate of Incorporation of Merger Sub (the “Merger Sub Certificate”), the Bylaws of Merger Sub (the “Merger Sub Bylaw”), in the each case of an interest in a limited partnership or limited liability company, as amended to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate hereof.

Organization, Standing and Corporate Power. (a) Each of Parent and each of its Subsidiaries is a legal entity has been duly organized, is validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company corporate or other applicable entity power and authority and possesses all Permits necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except where the failure to have possess such power or authority has not had and would not reasonably be expected to havePermits, individually or in the aggregate, would not have a Parent Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each or prevent or materially impair the ability of Parent to perform its obligations under this Agreement or prevent or materially impede, hinder or delay the consummation of the Merger or the other transactions contemplated hereby. Parent and each of its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havelicensed, individually or in the aggregate, would not have a Parent Material Adverse EffectEffect or prevent or materially impair the ability of Parent to perform its obligations under this Agreement or prevent or materially impede, hinder or delay the consummation of the Merger or the other transactions contemplated hereby. Parent is duly registered as a savings and loan holding company under HOLA. Parent has made available to the Company, prior to the date of this Agreement, complete and accurate copies of its Amended and Restated Certificate of Incorporation (the “Parent Certificate”) and Amended and Restated By-laws (the “Parent By-laws”), the Certificate of Incorporation of Merger Sub (the “Merger Sub Certificate”) and the By-laws of Merger Sub (the “Merger Sub By-laws”), in each case as amended to the date hereof. (b) Except for its ownership of EverBank, Parent does not own, beneficially or of record, either directly or indirectly any voting securities or equity interests in any depository institution (as defined in 12 U.S.C. Section 1813(c)(1) (other than shares held in trust accounts, managed accounts and the like for the benefit of customers). (c) All EverBank is a federal savings association, duly organized and licensed, validly existing and in good standing under HOLA. The deposit accounts of EverBank are insured by the outstanding partnership interestsFederal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund to the fullest extent permitted by Law, limited liability company interestsprovided, shares however, that EverBank has not elected to extend its participation in the FDIC’s Transaction Account Guarantee component of capital stock ofthe Temporary Liquidity Guarantee Program (“TAG”), or other equity interests inunder which noninterest-bearing transaction accounts are insured without limit by the FDIC. EverBank’s participation in TAG will expire on December 31, each material Subsidiary of Parent that are owned directly or indirectly 2009, at which time such noninterest-bearing transaction accounts will be insured by Parent have been duly authorized and validly issued (the FDIC in accordance with other applicable Law, including regulations of the Organizational Documents of such entity) FDIC. All premiums and are fully assessments required to be paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensconnection therewith have been timely paid.

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Significant Subsidiaries is a legal entity (as defined in Regulation S-X) has been duly organized, and is validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedof its incorporation or formation, formed or as the case may be. Each of the Company’s Non-Significant Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation, as applicablethe case may be, except where the failure to be so organized, validly existing and in good standing individually or in the aggregate does not and will not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries has all requisite partnership, corporate, limited liability company or other applicable entity power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except where the failure to have such power or authority has not had power, authority, licenses, permits, authorizations and approvals would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on Parent Effect. The Company has made available to Parent, prior to the execution of this Agreement, true, complete and accurate copies of the Company’s certificate of incorporation (the “Parent Material Adverse EffectCompany Certificate”) and By-Laws (the “Company By-Laws”). (b) Each , and the comparable organizational documents of Parent each of its Subsidiaries, in each case as amended to, and in effect on, the date of this Agreement. Without the consent of Parent, prior to the Effective Time, the Company and its Subsidiaries is duly licensed or qualified Affiliates have not purchased any insurance coverage contemplated to do be purchased by Parent by Section 5.04(c), except for annual renewals in the ordinary course of business and is in good standing in each jurisdiction in which consistent with past practice upon the nature expiration of the business conducted by it present policy (which renewal policy shall not be for a greater coverage limit or the character from a carrier with a higher AM Best financial strength or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or financial size rating than those in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance effect with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, respect to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensexpiring policy).

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal entity corporation, limited liability company, limited company or partnership, as the case may be, duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed incorporated or organized, as applicable, organized and has all requisite partnership, corporate, limited liability company corporate or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havestanding, individually or in the aggregate, has not had and could not reasonably be expected to have a Parent Material Adverse EffectEffect on the Company. (cb) Section 3.1(b) of the Company Disclosure Schedule sets forth the name of each Subsidiary owned (whether directly or indirectly) by the Company and the state or jurisdiction of its organization. All of the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent the Company have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned directly or indirectly by the Company free and clear of all liens, pledges, charges, mortgages, encumbrances, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” laws of the various States of the United States) (collectively, “Liens”). Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person. (c) Section 3.1(c) of the Company Disclosure Schedule sets forth (i) the name of each Subsidiary of the Company that is registered or licensed as (A) a broker or dealer under the Exchange Act or any similar state or foreign Laws; (B) a futures commission merchant, commodity trading advisor, commodity pool operator or introducing broker under the Commodity Exchange Act, as amended, or under any similar state or foreign law; (C) an investment adviser under the Investment Advisers Act of 1940 and the rules and regulations of the SEC thereunder, as amended, or under any similar state or foreign Law; or (D) an insurance company, in each case together with a listing of all such registrations and licenses held with all applicable Governmental Authorities; and (ii) a complete list of all securities exchanges, commodity exchanges, boards of trade or similar organizations in which any Subsidiary of the Company holds membership or has been granted trading privileges, together with the name of the relevant Subsidiary of the Company. As of the date of this Agreement there are not, and as of the Effective Time there will not be, any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of the Company Subsidiaries. None of the Company Subsidiaries has issued or is bound by any outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or disposition of any shares of capital stock, voting securities or equity interests of any Subsidiary of the Company. There are no outstanding obligations of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of the Company Subsidiaries. (d) The Company has delivered or made available to Parent correct and complete copies of its articles of incorporation and by-laws (the “Company Charter Documents”) and correct and complete copies of the certificates of incorporation and by-laws (or comparable organizational documents) of each of its Subsidiaries (the “Subsidiary Documents”), in each case as amended and in effect as of the date of this Agreement. The Company Charter Documents and all Subsidiary Documents are in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any of their respective provisions. The Company has made available to Parent and its representatives correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of shareholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its material Subsidiaries held since January 1, 2006 (except to the extent relating to this Agreement or the transactions contemplated hereby or to any discussions of other strategic alternatives (other than acquisitions by the Company or its Subsidiaries)).

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, incorporated and validly existing and in good standing under the Laws laws of the jurisdiction in which it State of Delaware. Each Subsidiary of the Company is incorporated, formed or organized, as applicable, and has all requisite partnership, corporatea corporation, limited liability company or other applicable entity duly incorporated or formed, validly existing and in good standing (in the jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its incorporation or formation, as the case may be, except where the failure to be in good standing, individually or in the aggregate, has not had and would not reasonably be expect to have, a Material Adverse Effect. Each of the Company and its Subsidiaries has all requisite power and authority and possesses all governmental licenses, franchises, permits, authorizations and approvals necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being presently conducted, except where the failure to have such power or authority or possess such governmental licenses, franchises, permits, authorizations or approvals, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing (in jurisdictions that recognize the concept of good standing) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or to be in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All the outstanding partnership interests. The Company has made available to Parent, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, prior to the extent required under execution of this Agreement, complete and accurate copies of the Organizational Documents Company Charter and the bylaws of such entity) the Company (the “Company Bylaws”), and nonassessable (the comparable organizational documents of each of its Subsidiaries, in each case as amended to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate hereof.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it New York and Merger Sub is incorporated, formed or a corporation duly organized, as applicable, validly existing and in good standing under the Laws of California. Each of Parent and Merger Sub has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority and possesses all governmental licenses, Permits, authorizations and approvals necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except where the failure to have such governmental licenses, Permits, authorizations or approvals or to be so organized, existing and in good standing, or to have such corporate power and authority, individually or authority in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent and its Subsidiaries Merger Sub is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and or other assets owned or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to be so licensedqualified, qualified licensed or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All . Parent owns beneficially and of record all of the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned Merger Sub free and clear of all Lienssecurity interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever.

Organization, Standing and Corporate Power. (ai) Each of Parent JPFI and its Subsidiaries subsidiaries is a legal corporation or other le- gal entity duly organized, validly existing and in good standing stand- ing (with respect to jurisdictions which recognize such con- cept) under the Laws laws of the jurisdiction in which it is incorporated, formed orga- nized and has the requisite corporate or organizedother power, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being be- ing conducted, except except, as to subsidiaries, for those jurisdic- tions where the failure to have such power be so organized, existing or authority has not had and would not reasonably be expected to have, in good standing individually or in the aggregate, aggregate would not have a Material Adverse Effect ma- terial adverse effect on Parent (“Parent Material Adverse Effect”). (b) JPFI. Each of Parent JPFI and its Subsidiaries subsidiar- ies is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of the business conducted by it its busi- ness or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, ag- gregate would not have a Parent Material Adverse Effectmaterial adverse effect on JPFI. (cii) All JPFI has delivered to RSI prior to the outstanding partnership interestsexecution of this Agreement complete and correct copies of any amendments to its certificate of incorporation (the "JPFI Certificate") and by-laws not filed as of the date hereof with the JPFI Filed SEC Documents (as defined in Section 3.2(g)). (iii) In all material respects, limited liability company intereststhe minute books of JPFI and its subsidiaries contain accurate records of all meet- ings and accurately reflect all other actions taken by the stockholders, shares the Board of capital stock ofDirectors and all committees of the Board of Directors of JPFI (or, or other equity interests inas the case may be, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entityits subsidiaries) and are fully paid (in the case of an interest in a limited partnership or limited liability companysince January 1, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens1995.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws Legal Requirements of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of Delaware and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased or held under license by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect, impair in any material respect the ability of the Company to perform its obligations hereunder or prevent or materially delay consummation of the Transactions. (cb) Each Company Subsidiary is a corporation or other organization duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its organization. Each Company Subsidiary is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased or held under license by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 3.01(b) of the Company Disclosure Letter sets forth a true and complete list of each Company Subsidiary and the jurisdiction of organization of each Company Subsidiary. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Company Subsidiary are duly authorized, have been validly issued, are fully paid, non-assessable and free of Parent that preemptive rights, and are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned Company free and clear of all LiensEncumbrances, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and other applicable securities laws and rules and regulations promulgated thereunder. (c) The Company has delivered to Parent complete and correct copies of the certificate of incorporation and bylaws (or other comparable organizational documents) of the Company and each Company Subsidiary, in each case as amended through the date of this Agreement (the “Company Charter Documents”). The Company has made available to Parent and its representatives true and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, a brief summary of the meeting, including in each case a summary of any resolutions adopted by the Company Board) of all meetings of the stockholders, the Company Board and each committee of the Company Board held since January 1, 2007 and equivalent documents of each Company Subsidiary.1

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, incorporated and has all requisite partnership, corporate, limited liability company partnership or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on Parent the Company (“Parent Company Material Adverse Effect”). (b) Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Company Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent the Company have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned directly or indirectly by the Company free and clear of all liens, pledges, charges, mortgages, encumbrances, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” laws of the various States of the United States) (collectively, “Liens”). The Company does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person material to the Company. (d) The Company has made available to Parent correct and complete copies of its certificate of incorporation and by-laws (the “Company Charter Documents”) and correct and complete copies of the certificates of incorporation and by-laws (or comparable organizational documents) of each of its material Subsidiaries (the “Company Subsidiary Documents”), in each case as amended to the date of this Agreement. All such Company Charter Documents are in full force and effect and the Company is not in violation of any of its provisions.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it Commonwealth of Kentucky. The Company is incorporated, formed or organized, as applicablenot, and has all requisite partnershipis not required to be, corporate, limited liability company or other applicable entity power and authority necessary qualified to own or lease all of its properties and assets and to carry on its do business as it is now being conducteda foreign corporation under the laws of any other state or jurisdiction (other than Tennessee), except where the failure to have such power be so qualified or authority has not had and in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Company Material Adverse Effect”). The Company has made available to Parent true and complete copies of the Company Charter Documents as in effect on the date of this Agreement. (ba) Section 3.1(b) of the Company Disclosure Schedule sets forth an accurate and complete list of: (i) each Subsidiary of the Company, together with the jurisdiction of organization or incorporation, as the case may be, of each Subsidiary of the Company, (ii) the jurisdictions in which each such Subsidiary of the Company is qualified to do business as a foreign corporation or other legal entity and (iii) the directors and officers of the each Subsidiary of the Company, as of the date of this Agreement. Each Subsidiary of Parent and its Subsidiaries the Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the laws of the jurisdiction of its organization or formation (as applicable), except in each case where the failure to be so duly organized and in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) . All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that the Company have been validly issued and are fully paid and non-assessable and are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned Company free and clear of all Liensliens, pledges, charges, mortgages, encumbrances, security interests of any kind or nature whatsoever and transfer restrictions, except for such transfer restrictions as are contained in the articles of incorporation, bylaws and limited liability company agreements (or any equivalent constituent documents) of such Subsidiary, each of which restrictions is set forth on Section 3.1(b) of the Company Disclosure Schedule, or for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933 (the “Securities Act”) and other applicable Laws. Except for its interests in the Subsidiaries of the Company, the Company does not, as of the date of this Agreement, own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person. The Company has made available to Parent true and complete copies of the articles of incorporation, bylaws and limited liability company agreements (or equivalent constituent documents) of each Subsidiary of the Company as in effect on the date of this Agreement. (b) Each of the Company and its Subsidiaries has all requisite entity power and authority to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as it is now being conducted, except where the failure to have such power or authority would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Organization, Standing and Corporate Power. (a) Each of Parent DIRECTV, Holdings, Merger Sub One and its Subsidiaries Merger Sub Two is (a) a legal entity corporation duly organized, validly existing and duly qualified or licensed and in good standing under the Laws of the state or jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity of its organization with full corporate power and authority necessary to own or lease all of own, lease, use and operate its properties and assets and to carry on conduct its business as it is now being currently conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is and, to the extent applicable, in good standing in each any other jurisdiction in which the nature of the business conducted by it or the character property it owns, leases, uses or location of the properties and assets owned operates requires it to be so qualified, licensed or leased by it makes such licensing or qualification necessaryin good standing, except where the failure failures to be so licensedqualified, qualified licensed or in good standing has have not had a Material Adverse Effect on DIRECTV (“DIRECTV Material Adverse Effect”). (b) Section 5.1(b) of the DIRECTV Disclosure Schedule lists all Subsidiaries of DIRECTV together with (i) the jurisdiction of organization of each such Subsidiary and would (ii) in the case of Subsidiaries that are not reasonably be expected to havewholly-owned by DIRECTV, individually the percentage owned by DIRECTV, or in the aggregatecase of an indirect Subsidiary, the percentage owned by a Parent Material Adverse Effect. (cSubsidiary of DIRECTV. Except as set forth in Section 5.1(b) All of the DIRECTV Disclosure Schedule, all the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent DIRECTV have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned directly or indirectly by DIRECTV free and clear of all Liens. Except as set forth in Section 5.1(b) of the DIRECTV Disclosure Schedule, DIRECTV does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person. (c) DIRECTV has delivered to Liberty correct and complete copies of its certificate of incorporation and bylaws (the “DIRECTV Charter Documents”) and correct and complete copies of the certificates of incorporation, bylaws and stockholders’ or governance agreements (or comparable organizational documents) of each of its Subsidiaries (the “DIRECTV Subsidiary Documents”), in each case as amended to the date of this Agreement. All such DIRECTV Charter Documents and DIRECTV Subsidiary Documents are in full force and effect and neither DIRECTV nor any of its Subsidiaries is in violation of any of their respective provisions. (d) DIRECTV has caused Holdings to be organized under the Laws of the State of Delaware and owns all of the capital stock of Holdings. The authorized capital stock of Holdings consists of 1,000 shares of common stock, par value $0.01 per share, of which one share has been issued to DIRECTV, which share is validly issued, fully paid and nonassessable, and is owned by DIRECTV free and clear of any Liens. Except as set forth in this Section 5.1(d) and as contemplated by this Agreement and the Transaction Agreements, there are no shares of capital stock, voting securities or equity interests of Holdings issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of Holdings, including any representing the right to purchase or otherwise receive any shares of common stock or preferred stock of Holdings. There are no outstanding obligations of Holdings to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of Holdings. (e) DIRECTV has caused Holdings to organize, and Holdings has organized, Merger Sub One and Merger Sub Two under the Laws of the State of Delaware. The authorized capital stock of Merger Sub One consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued, fully paid and nonassessable, and are owned by Holdings free and clear of any Liens. The authorized capital stock of Merger Sub Two consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued, fully paid and nonassessable, and are owned by Holdings free and clear of any Liens. Except as set forth in this Section 5.1(e), there are no shares of capital stock, voting securities or equity interests of Merger Sub One or Merger Sub Two issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of Merger Sub One or Merger Sub Two, including any representing the right to purchase or otherwise receive any capital stock of Merger Sub One or Merger Sub Two. There are no outstanding obligations of Merger Sub One or Merger Sub Two to repurchase, redeem or otherwise acquire any shares of its own capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests).

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries Merger Sub is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, incorporated and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or own, operate and lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent and its Subsidiaries Merger Sub is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. . For purposes of this Agreement, "PARENT MATERIAL ADVERSE EFFECT" shall mean any change, event, occurrence, violation, circumstance or effect having or that is reasonably likely to have a material adverse effect on (i) the ability of the Parent to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, (ii) the ability of the shareholders of Moulin who are party to the Moulin Shareholder Voting Agreement to perform their obligations thereunder or (iii) the business, assets (including intangible assets), Liabilities, financial condition or results of operations of the Parent and its Subsidiary, taken as a whole, except for any change or effect that arises out of, results from or is attributable to (a) any change in conditions in the United States, foreign or global economy or capital or financial markets generally, including any change in interest or exchange rates, which, in each, do not disproportionately affect the Parent and its Subsidiary, taken as a whole, (b) any change in conditions (including any change in general legal, regulatory, political, economic or business conditions or any change in GAAP) in or otherwise generally affecting industries in which the Parent and its Subsidiary conduct business, which, in each case, do not disproportionately affect the Parent and its Subsidiary, taken as a whole, (c) All the outstanding partnership interests, limited liability company interests, shares impact of capital stock ofthe announcement of the execution of this Agreement, or other equity interests inthe consummation of the transactions contemplated hereby, each material Subsidiary on the relationships, contractual or otherwise, between the Parent and its landlords, suppliers, vendors or employees or (d) any act of terrorism or war (whether or not threatened, pending or declared), which does not disproportionately affect the Parent that are owned directly or indirectly by and its Subsidiary, taken as a whole. Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, has made available to the extent required under Company complete and correct copies of its Articles of Incorporation and Bylaws and the Organizational Documents Articles of such entity) Incorporation and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear Bylaws of all LiensMerger Sub.

Organization, Standing and Corporate Power. (a) Each of Parent the Parent, FIS and its Subsidiaries Merger Sub is a legal entity corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, incorporated and has all the requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Merger LLC is a limited liability company, except where duly organized, validly existing and in good standing under the failure laws of the jurisdiction in which it is organized and has the requisite limited liability company power and authority to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect carry on Parent (“Parent Material Adverse Effect”). (b) its business as now being conducted. Each of Parent the Parent, FIS, Merger Sub and its Subsidiaries the Merger LLC is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the properties and its assets owned or leased by it makes such qualification or licensing or qualification necessary, except for those jurisdictions where the failure to be so licensed, qualified or licensed or to be in good standing has not had and would not reasonably be expected to have, (individually or in the aggregate) would not reasonably be likely to have a material adverse effect on (i) the condition (financial or otherwise), business, assets, liabilities, prospects or results of operations of the Parent and its Subsidiaries taken as a whole or (ii) the ability of the Parent, FIS, Merger Sub or the Merger LLC to perform its obligations hereunder and consummate the Merger in a timely manner; excluding, however, in the case of clause (i) any adverse effect arising from conditions in the United States economy or capital or financial markets generally or any adverse effect that the Parent can demonstrate was primarily attributable to the Transactions or the public announcement of the pendency of the Transactions (a “Parent Material Adverse Effect. ”). The Parent has made available to the Company prior to the execution of this Agreement complete and correct copies of (ci) All its certificate of incorporation and bylaws, (ii) the outstanding partnership interestscertificate of incorporation and bylaws of Merger Sub and FIS, and (iii) the certificate of formation and limited liability company interestsoperating agreement of the Merger LLC, shares of capital stock of, or other equity interests in, in each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, as amended to the extent required under the Organizational Documents date of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensthis Agreement.

Organization, Standing and Corporate Power. (ai) Each of Parent the TDI Companies and its each of the TDI Subsidiaries is a legal entity duly organized, validly existing and in good standing as a corporation under the Laws laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, was incorporated and has all the requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of the TDI Companies and each of the TDI Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary (each of which is set forth in Section 2.2(a)(i) of the Disclosure Schedule), except other than in such jurisdictions where the failure to have such power be so qualified or authority has not had and licensed would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (bii) The Seller conducts its retail drugstore operations through the TDI Companies and the TDI Subsidiaries and in the jurisdictions set forth in Section 2.2(a)(ii) of the Disclosure Schedule (collectively, the “Drugstore Subsidiaries”). Each of Parent and its the Drugstore Subsidiaries is duly licensed or qualified authorized to do carry on its business and is in good standing as now being conducted in each jurisdiction in which the nature of the its business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification authorization necessary, except other than in such jurisdictions where the failure to be so licensed, qualified licensed or in good standing has not had and authorized would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws Legal Requirements of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of Delaware and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased or held under license by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect, impair in any material respect the ability of the Company to perform its obligations hereunder or prevent or materially delay consummation of the Transactions. (cb) Each Company Subsidiary is a corporation or other organization duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its organization. Each Company Subsidiary is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased or held under license by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 3.01(b) of the Company Disclosure Letter sets forth a true and complete list of each Company Subsidiary and the jurisdiction of organization of each Company Subsidiary. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Company Subsidiary are duly authorized, have been validly issued, are fully paid, non-assessable and free of Parent that preemptive rights, and are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned Company free and clear of all LiensEncumbrances, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and other applicable securities laws and rules and regulations promulgated thereunder. (c) The Company has delivered to Parent complete and correct copies of the certificate of incorporation and bylaws (or other comparable organizational documents) of the Company and each Company Subsidiary, in each case as amended through the date of this Agreement (the “Company Charter Documents”). The Company has made available to Parent and its representatives true and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, a brief summary of the meeting, including in each case a summary of any resolutions adopted by the Company Board) of all meetings of the stockholders, the Company Board and each committee of the Company Board held since January 1, 2007 and equivalent documents of each Company Subsidiary.

Organization, Standing and Corporate Power. (a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York. Each of Parent and its Subsidiaries Acquired Company is a legal entity duly organized, validly existing and and, if applicable, in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, of its organization and has all requisite partnership, corporate, limited liability company corporate or other applicable entity similar power and authority necessary to own own, lease or lease operate all of its properties and assets and to carry on its business as it is now being conducted, except where conducted as of the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) date hereof. Each of Parent and its Subsidiaries Acquired Company is duly licensed or qualified to do business and and, if applicable, is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased or held under license by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) All Effect or to impair in any material respect the outstanding partnership interestsability of such Acquired Company to perform its obligations hereunder or prevent or materially delay consummation of the Transactions. Except as set forth on Schedule 5.1(a), limited liability company interests, no Acquired Company owns any capital stock of or other equity interest in any Person. Except the ownership of the shares of capital stock ofof SCG, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized CNG and validly issued BGC (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, any Liabilities to the extent required under the Organizational Documents arising out of or resulting from such entityownership) and nonassessable the Retained Assets and except as set forth on Schedule 5.1(a), none of CEC, CTG and BER has any assets or Liabilities. Except as set forth on Schedule 5.1(a), none of the assets owned by the Acquired Companies included in the Retained Assets has been used in or necessary for the operation of the Business of the Acquired Companies as currently conducted, other than the services and rights described in Section 8.16. (b) Seller has previously made available to Buyer complete and correct copies of the certificate of incorporation and bylaws (or other comparable organizational documents) of Seller and the Acquired Companies, as amended to the extent date hereof (collectively, the “Charter Documents”). Each such Subsidiary Charter Document as delivered is a corporate entity) in full force and are owned free effect; and clear neither Seller nor any of all Liensthe Acquired Companies is in violation of its Charter Documents in any material respect.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organizedincorporated, validly existing and in good standing under the Laws Law of the jurisdiction in which it Commonwealth of Pennsylvania and is incorporated, formed or organized, a bank holding company duly registered under the BHC Act that has elected to be treated as applicable, and a financial holding company under the BHC Act. The Company has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had presently conducted and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which where the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except other than where the failure to be so licensedqualified, qualified licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. . Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (cwhere such concept is recognized under applicable Law) All under the outstanding partnership interestsLaw of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, limited liability company interestsleasing or operation of its properties makes such qualification or licensing necessary, shares other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has made available to Parent prior to the execution of capital stock of, or other equity interests in, each material Subsidiary this Agreement a true and complete copy of Parent that are owned directly or indirectly by Parent have been duly authorized the Amended and validly issued Restated Articles of Incorporation of the Company (in accordance with the Organizational Documents “Company Articles of such entityIncorporation”) and are fully paid the Amended and Restated Bylaws of the Company (the “Company Bylaws”). The Company is not in material violation of any of the case provisions of an interest in a limited partnership the Company Articles of Incorporation or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensCompany Bylaws.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws Legal Requirements of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of Delaware and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased or held under license by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect, impair in any material respect the ability of the Company to perform its obligations hereunder or prevent or materially delay consummation of the Transactions. (cb) Each Company Subsidiary is a corporation or other organization duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its organization. Each Company Subsidiary is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased or held under license by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 3.01(b) of the Company Disclosure Letter sets forth a true and complete list of each Company Subsidiary and the jurisdiction of organization of each Company Subsidiary. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Company Subsidiary are duly authorized, have been validly issued, are fully paid, non-assessable and free of Parent that preemptive rights, and are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned Company free and clear of all LiensEncumbrances, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and other applicable securities laws and rules and regulations promulgated thereunder. (c) The Company has delivered to Parent complete and correct copies of the certificate of incorporation and bylaws (or other comparable organizational documents) of the Company and each Company Subsidiary, in each case as amended through the date of this Agreement (the “Company Charter Documents”). The Company has made available to Parent and its representatives true and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, a brief summary of the meeting, including in each case a summary of any resolutions adopted by the Company Board) of all meetings of the stockholders, the Company Board and each committee of the Company Board held since January 1, 2007 and equivalent documents of each Company Subsidiary. 1

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of Delaware and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and corporate authority and possesses all governmental licenses, permits, authorizations and approvals necessary to own enable it to use its corporate name and to own, lease or lease all of otherwise hold and operate its properties and other assets and to carry on its business as it is now being presently conducted, except where such governmental licenses, permits, authorizations and approvals as, individually or in the failure to aggregate, have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Company Material Adverse Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and or other assets owned or leased by it makes such qualification or licensing or qualification necessary, except where for those jurisdictions in which the failure to be so licensed, qualified or licensed or to be in good standing individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. . The Company has made available to Parent prior to the execution of this Agreement complete and correct copies of its Second Restated Certificate of Incorporation (cthe “Company Certificate”) All and Restated By-laws (the outstanding partnership interests“Company By-laws”), limited liability company interestsin each case as amended to the date of this Agreement. The minute books of the Company contain a complete and correct set of the minutes of all meetings and accurately reflect all other actions taken by the stockholders of the Company, shares the Board of capital stock of, or other equity interests in, each material Subsidiary Directors of Parent that are owned directly or indirectly by Parent the Company and all committees of the Board of Directors of the Company. Complete and correct copies of all such minute books have been duly authorized and validly issued (in accordance with provided by the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, Company to Parent prior to the extent required under the Organizational Documents execution of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensthis Agreement.

Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated. Each of Parent and its Subsidiaries the Company's Subsidiaries, including Merger Sub, is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedincorporated or formed. Each of the Company and its Subsidiaries, formed or organizedincluding Merger Sub, as applicable, and has all requisite partnership, corporate, limited liability company corporate or other applicable entity power power, as the case may be, and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries Subsidiaries, including Merger Sub, is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havestanding, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect. (b) The copies of the Company Charter Documents that are incorporated by reference into the Company SEC Documents are complete and correct copies thereof as in effect on the date Table of Contents hereof. The Company is not in violation of or default under any of the provisions of the Company Charter Documents. No material Subsidiary of the Company, including Merger Sub, is in violation of or default under any of the provisions of its articles of incorporation, bylaws or similar organizational documents. (c) All Section 2.1(c) of the Company Disclosure Schedule lists, as of the date hereof, all Subsidiaries of the Company together with the jurisdiction of organization of each such Subsidiary. (i) The Company is the direct or indirect owner of all outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly the Company, (ii) all such shares or indirectly by Parent other equity interests have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case paid, nonassessable and free of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) preemptive rights and are owned directly or indirectly by the Company and (iii) all such shares or other equity interests are free and clear of all liens, pledges, proxies, charges, mortgages, deeds of trust, hypothecations, encumbrances, adverse rights, title defects, restrictions or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the "blue sky" laws of the various States of the United States) (collectively, "Liens"). Other than money market accounts, the Company does not own, directly or indirectly, any capital stock of, or voting securities or equity interests in, any Person, other than its Subsidiaries. (d) The Company owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has only engaged in business activities related to the transactions contemplated hereby, has no liabilities and is not a party to any agreement other than this Agreement.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedState of Delaware. Except as set forth on Section 4.01 of the Company Disclosure Letter, formed or each Company Subsidiary has been duly organized, and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as applicable, the case may be. The Company and each of the Company Subsidiaries has all the requisite partnership, corporate, limited liability company corporate or other applicable entity similar power and authority necessary to own or own, lease all of and operate its properties and assets and to carry on its business as it is now being conductedconducted and the Company and each of the Company Subsidiaries is duly qualified or licensed to do business, and is in good 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, licensing or good standing necessary, except where the failure to have such power be so qualified or authority has not had and licensed would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Company Material Adverse Effect. Section 4.01 of the Company Disclosure Letter sets forth a true and complete list of all of the Subsidiaries of the Company (each a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). (b) Each , and the jurisdiction of Parent and its Subsidiaries is duly licensed organization thereof. The Company beneficially owns, directly or qualified to do business and is in good standing in each jurisdiction in which the nature indirectly, all of the business conducted by it or the character or location issued and outstanding securities of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Company Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens except for Permitted Liens.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries Seller is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, Utah and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to execute this Agreement and the Ancillary Agreements and to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”)Interests. (b) Each of Parent the Sale Entities and its Subsidiaries the JV Company is duly licensed or organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Sale Entities and the JV Company is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All . Except as set forth on Schedule 3.2(a), all the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that the Sale Entities and the JV Company have been validly issued and are fully paid and non-assessable and are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned Seller free and clear of all LiensLiens other than Permitted Encumbrances. (c) Each of the Sale Entities and the JV Company has all requisite entity power and authority to enable it to own or lease its properties and assets and to conduct its businesses as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Material Adverse Effect. (d) Seller has made available to Buyer true and complete copies of the Organizational Documents of each Sale Entity and the JV Company as in effect on the date of this Agreement.

Organization, Standing and Corporate Power. (a) Each of Parent Parent, Merger Sub and its each of Parent’s Subsidiaries has been duly organized and is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except where the failure to be so organized, existing and in good standing, or to have such power and authority, individually or authority in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent Parent, Merger Sub and its each of Parent’s Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and or other assets owned or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to be so licensedqualified, qualified licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All . Parent has made available to the outstanding partnership interestsCompany, limited liability company interestsprior to the date of this Agreement, shares complete and accurate copies of capital stock of, or other equity interests in, each material Subsidiary the Restated Certificate of Incorporation of Parent that are owned directly or indirectly by (the “Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entityCertificate”) and the By-Laws of Parent (the “Parent Bylaws”), the Merger Sub Certificate and the Merger Sub Bylaws. The Parent Certificate, the Parent Bylaws, the Merger Sub Certificate and the Merger Sub Bylaws so delivered are fully paid (in full force and effect and Parent is not in violation of the case Parent Certificate or Parent Bylaws and Merger Sub is not in violation of an interest in a limited partnership the Merger Sub Certificate or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensMerger Sub Bylaws.

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, incorporated and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havestanding, individually or in the aggregate, has not had and could not reasonably be expected to have a Parent Company Material Adverse Effect. (cb) Section 3.1(b) of the Company Disclosure Letter lists all Subsidiaries of the Company together with the jurisdiction of organization of each such Subsidiary. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent the Company have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned directly or indirectly by the Company free and clear of all liens, pledges, charges, mortgages, encumbrances, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” laws of the various States of the United States) (collectively, “Liens”). Except as set forth in Section 3.1(b) of the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person. (c) The Company has delivered to Parent complete and correct copies of the Company Charter Documents and complete and correct copies of the certificates of incorporation and by-laws (or comparable organizational documents) of each of its Subsidiaries (the “Subsidiary Documents”), in each case as amended to the date of this Agreement. All such Company Charter Documents and Subsidiary Documents are in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any of their respective provisions. The Company has made available to Parent and its representatives correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries held since July 1, 2004.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries Liberty is a legal entity corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary of Liberty is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where to the extent that any failure to have such power or authority be so organized, validly existing and in good standing has not had and or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Liberty Material Adverse Effect”). (b) Each . Liberty and each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or in good standing licensed has not had and or would not reasonably be expected to have, individually or in the aggregate, a Parent Liberty Material Adverse Effect. There has been no breach by Liberty of its existing Second Amended and Restated Certificate of Incorporation, as amended, restated or otherwise modified to the date of this Agreement (the “Liberty Charter”), or its existing Second Amended and Restated Bylaws, as amended, restated or otherwise modified as of the date of this Agreement (the “Liberty Bylaws”), except, in each case, as would not have a Liberty Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, incorporated and validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of South Carolina and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had currently conducted and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which where the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and or assets owned or leased by it makes such qualification or licensing or qualification necessary, except other than where the failure to be so licensedqualified, qualified licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. . Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (cwhere such concept is recognized under applicable Law) All under the outstanding partnership interestsLaw of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as currently conducted, limited liability company interestsand each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, shares leasing or operation of capital stock ofits properties or assets makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or other equity interests inin good standing has not had and would not reasonably be expected to have, each material Subsidiary individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent a true and complete copy of Parent that are owned directly or indirectly by Parent have been duly authorized the Restated Articles of Incorporation of the Company and validly issued any amendments thereto (in accordance collectively, the “Company Articles of Incorporation”) and the Amended and Restated Bylaws of the Company (the “Company Bylaws” and together with the Company Articles of Incorporation, the “Company Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensDocuments”).

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, incorporated and validly existing and in good standing under the Laws laws of the jurisdiction in which it State of Delaware, each of its Subsidiaries is incorporated, formed or organized, as applicable, and has all requisite partnership, corporatea corporation, limited liability company or other applicable entity duly incorporated or formed, validly existing and in good standing (in the jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its incorporation or formation, as the case may be, and each of the Company and its Subsidiaries has all requisite power and authority and possesses all governmental licenses, franchises, permits, authorizations and approvals necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being presently conducted, except where the failure to be in good standing, have such power or authority or possess such governmental licenses, franchises, permits, authorizations or approvals, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing (in jurisdictions that recognize the concept of good standing) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or to be in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All the outstanding partnership interests. The Company has made available to Parent, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, prior to the extent required under execution of this Agreement, complete and accurate copies of the Organizational Documents Company Charter and the bylaws of such entity) the Company (the “Company Bylaws”), and nonassessable (the comparable organizational documents of each of its Subsidiaries, in each case as amended to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate hereof.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries is a public limited company and each of its subsidiaries is a corporation or other legal entity duly organized, organized and validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedof its incorporation, formed formation or organizedorganization, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company partnership or other applicable entity similar power and authority necessary to own or own, lease and operate all of its properties and assets and to carry on its business as it is now being currently conducted, except where the failure for such failures to be duly organized or validly existing or to have such corporate, partnership or similar power or authority has not had and that would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries subsidiaries is duly licensed or qualified to do business and is in good standing (or equivalent status, to the extent such concept exists) in each jurisdiction in which the nature of the business currently conducted by it or the character or location of the properties and assets currently owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and (or equivalent status) would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Material Adverse Effect. (c) All Parent has made available to the outstanding partnership interestsCompany true and complete copies of the articles of association of Parent, limited liability company interestsas amended to the date of this Agreement (the “Parent Charter Documents”). The Parent Charter Documents and organizational or governing documents of each of its subsidiaries are in full force and effect and Parent is not in violation of any of the provisions of the Parent Charter Documents and none of Parent’s subsidiaries is in violation of any of the provisions of its organizational or governing documents except, shares of capital stock ofin each case, where such failures or other equity interests inviolations would not reasonably be expected, each material Subsidiary of individually or in the aggregate, to have a Parent Material Adverse Effect. The UK Panel on Takeovers and Mergers has confirmed to Parent that are owned directly or indirectly by Parent is not subject to the UK City Code on Takeovers and Mergers (the “Takeover Code”) and there have been duly authorized no subsequent changes in Parent’s circumstances that would result in Parent having its central management and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (control in the case United Kingdom for the purposes of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensTakeover Code.

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal an entity duly organized, validly existing and in good standing or with active status (to the extent such concepts are legally recognized in the applicable jurisdiction) under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, of its organization and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except in the case of such entities’ qualification, good standing or active status, where the failure to have such power be so qualified or authority has not had and in good standing or with active status would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Company Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing or has active status (to the extent such concepts are legally recognized in the applicable jurisdiction) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or qualified, in good standing has not had and would not reasonably be expected to haveor with active status, individually or in the aggregate, has not had and could not reasonably be expected to have a Parent Company Material Adverse Effect. (cb) Section 3.1(b) of the Company Disclosure Schedule lists all Subsidiaries of the Company together with the jurisdiction of organization of each such Subsidiary. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent the Company have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned directly or indirectly by the Company free and clear of all Liens. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person. (c) The Company has made available to Parent correct and complete copies of its certificate of incorporation and bylaws (the “Company Charter Documents”) and correct and complete copies of the certificates of incorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries (the “Subsidiary Documents”), in each case as amended to the date of this Agreement. All such Company Charter Documents and Subsidiary Documents are in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any of their respective provisions. The Company has made available to Parent and its representatives correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, members, partners or other comparable equity holders, and of the Boards of Directors, managers or any other comparable governing body or persons and each committee or subcommittee of any of the foregoing of the Company and each of its Subsidiaries held since January 1, 2006.

Organization, Standing and Corporate Power. (a) Each of Parent Parent, Merger Sub and its each of Parent’s Subsidiaries has been duly organized and is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except where the failure to be so organized, existing and in good standing, or to have such power and authority, individually or authority in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent Parent, Merger Sub and its each of Parent’s Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and or other assets owned or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to be so licensedqualified, qualified licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All . Parent has made available to the outstanding partnership interestsCompany, limited liability company interestsprior to the date of this Agreement, shares complete and accurate copies of capital stock of, or other equity interests in, each material Subsidiary the Restated Certificate of Incorporation of Parent that are owned directly or indirectly by (the “Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entityCertificate”) and the By-Laws of Parent (the “Parent Bylaws”), the Merger Sub Certificate and the Merger Sub Bylaws. The Parent Certificate, the Parent Bylaws, the Merger Sub Certificate and the Merger Sub Bylaws so delivered are fully paid (in full force and effect and Parent is not in violation of the case Parent Certificate or Parent Bylaws and Merger Sub is not in violation of an interest in a limited partnership the Merger Sub Certificate or limited liability company, to the extent required under the Organizational Documents Merger Sub Bylaws. Table of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens.Contents

Organization, Standing and Corporate Power. (ai) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organizedincorporated, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of North Carolina and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure conducted and as currently proposed by its management to have such power or authority has not had be conducted and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing or qualification necessary, except where the failure to be so licensedorganized, existing, qualified or in good standing has not had and in such jurisdiction would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (cii) Section 3.1(a)(ii) of the Company Disclosure Schedule lists all Subsidiaries of the Company together with (A) the jurisdiction of organization of each such Subsidiary, (B) for each such Subsidiary that is not wholly owned (directly or indirectly) by the Company, the number of issued and outstanding shares of capital stock or share capital, the record owner(s) thereof and the number of issued and outstanding shares of capital stock or share capital beneficially owned by the Company, and (C) the Company's or its Subsidiaries' capital stock, equity interest or other direct or indirect ownership interest in any other Person other than the Company or any Subsidiary. No Subsidiary of the Company owns any shares of Company Common Stock. All (or, in the case of a Subsidiary that is not wholly-owned, the Company's ownership interests as disclosed in Section 3.1(a)(ii)(C) of the Company Disclosure Schedule) of the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity or voting interests in, each material such Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued, were issued (in accordance with the Organizational Documents free of such entity) pre-emptive rights and are fully paid (in the case of an interest in a limited partnership or limited liability companyand non-assessable, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens (other than Permitted Liens). Each of the Company's Subsidiaries is a corporation or other business entity duly incorporated or organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of its state or other jurisdiction of incorporation or organization and has all requisite corporate or other company power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted, except where the failure to be so existing or organized in such jurisdiction would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (iii) The Company has made available to Parent, or publicly filed with the SEC, true, correct and complete copies of its articles of incorporation and bylaws, as amended (the "Company Charter Documents") and true, correct and complete copies of the charters, bylaws or equivalent organizational documents of its "significant subsidiaries" (as such term is defined in Section 1.02 of Regulation S-X under the Exchange Act) as in effect on the date of this Agreement (collectively, the "Subsidiary Documents"). The Company Charter Documents and the Subsidiary Documents are in full force and effect as of the date of this Agreement, the Company is not in violation of any of the provisions of the Company Charter Documents, and the Company's Subsidiaries are not in violation (other than immaterial violations) of any of the provisions of the Subsidiary Documents.

Organization, Standing and Corporate Power. (a) Each of Parent and Parent, its Subsidiaries and Merger Sub is a legal an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Parent, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries and Merger Sub is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. . For purposes of this Agreement, "Parent Material Adverse Effect" shall mean any change, effect, event, occurrence or state of facts that is materially adverse to the business, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, other than any change, effect, event, occurrence or state of facts relating to (a) the economy or the financial markets in general, (b) the industry in which Parent and its Subsidiaries operate in general and not specifically relating to Parent and its Subsidiaries, (c) All the outstanding partnership interestsannouncement of this Agreement or the transactions contemplated hereby or the identity of the Company (PROVIDED, limited liability company intereststhat the exclusion set forth in this clause (c) shall not apply to Section 4.03(b)), shares of capital stock of(d) changes in applicable Law or regulations after the date hereof (PROVIDED, that the exclusion set forth in this clause (d) shall not apply to consents, orders or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (decrees in the case of an interest the last sentence of Section 6.03 or the consents referred to in a limited partnership Section 7.02(f)) or limited liability company, (e) changes in GAAP or regulatory accounting principles after the date hereof. Parent has made available to the extent required under Company complete and correct copies of its Certificate of Incorporation (the Organizational Documents of such entity"Parent Articles") and nonassessable By-laws (the "Parent By-laws") and the Articles of incorporation and by-laws or comparable organizational documents) of each of its Subsidiaries and Merger Sub, in each case as amended to the extent such Subsidiary is a corporate entity) and are owned free and clear date of all Liensthis Agreement.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of Delaware and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has would not had reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization except where the failure to be so organized, existing and in good standing does not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. No Subsidiary of the Company is in violation of any of its organizational documents in any material respect. A list of the names of the Company’s Subsidiaries, including their jurisdiction of organization and the name of any equityholder other than the Company or any Subsidiary is set forth on Schedule 3.1(b) of the Company Disclosure Schedule. The Company does not have any investment with a fair market value of more than $1,000,000 in any Person that is not a Subsidiary, other than investments related to cash management activities in the ordinary course of business. (c) All The Company has made available to Parent complete and correct copies of the outstanding partnership interestscertificate of incorporation and bylaws of the Company, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, as amended to the extent required under date of this Agreement, and is not in violation of any of the Organizational Documents of provisions contained in such entity) and nonassessable documents in any material respect (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens“Company Charter Documents”).

Organization, Standing and Corporate Power. (a) Each of Parent the Company and each of its Significant Subsidiaries is a legal entity corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, incorporated and has all the requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and each of its Significant Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the its business conducted by it or the character ownership or location leasing of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or licensed (individually or in good standing has not had and would the aggregate) could not reasonably be expected to havehave a material adverse effect on the financial condition, individually business or in results of operations of the aggregate, Company and its subsidiaries taken as a Parent whole except that occurrences due solely to a disruption of the Company's or its subsidiary's businesses solely as a result of the announcement of the execution of this Agreement and the transactions proposed to be consummated by this Agreement shall be excluded from consideration for purposes of the effect of an action or inaction on the Company and its subsidiaries taken as a whole (a "Material Adverse Effect. "). The Company has delivered to Parent complete and correct copies of its Certificate of Incorporation and By- Laws and the certificates of incorporation and by-laws of its Significant Subsidiaries which are incorporated in the United States, in each case as amended to the date of this Agreement. For purposes of this Agreement, a "subsidiary" of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (c) All the outstanding partnership or, if there are no such voting interests, limited liability company interests, shares 50% or more of capital stock of, or other the equity interests in, each material Subsidiary of Parent that are which) is owned directly or indirectly by Parent have been duly authorized such first person; and validly issued (in accordance with the Organizational Documents a 7 "Significant Subsidiary" means any subsidiary of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens.person that

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company (i) is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and (ii) has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and other assets and to carry on its business as now being conducted, except where the failure to have such power, authority or governmental approvals would not, reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature or conduct of its business or the ownership, leasing or operation of its properties and other assets requires it to be so qualified, licensed or in good standing, except for such jurisdictions where the failure to be so qualified, licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Each Company Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organized, as applicable, organization and has all requisite partnership, corporate, limited liability company corporate (or other applicable entity similar) power and authority and all necessary governmental approvals to own or own, lease all of and operate its properties and other assets and to carry on its business as it is now being conducted, except where the failure to be in good standing or have such power power, authority or authority has not had and governmental approvals would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Company Material Adverse Effect”). (b) . Each of Parent and its Subsidiaries Company Subsidiary is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature or conduct of the its business conducted by it or the character ownership, leasing or location operation of the its properties and other assets owned requires it to be so qualified, licensed or leased by it makes such licensing or qualification necessaryin good standing, except for such jurisdictions where the failure to be so licensedqualified, qualified licensed or to be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) All The Company has delivered or made available to Parent true and correct copies of the outstanding partnership interestsAmended and Restated Certificate of Incorporation of the Company, limited liability company interestsas amended through the date hereof (as so amended, shares the “Company Certificate of capital stock ofIncorporation”); the Amended and Restated Bylaws of the Company, or other equity interests inas amended through the date hereof (as so amended, the “Company Bylaws” and together with the Company Certificate of Incorporation, the “Company Organizational Documents”); and the equivalent organizational documents of each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (Company Subsidiary, in accordance with each case, as amended through the date hereof. The Company Organizational Documents and the equivalent organizational documents of the Company Subsidiaries are in full force and effect and have not been amended or otherwise modified. The Company is not in violation of any provision of the Company Organizational Documents. No Company Subsidiary (nor, to the knowledge of the Company, any third party) is in violation of any provision of its certificate of incorporation, bylaws or equivalent organizational documents, except where such entity) violations would not, individually or in the aggregate, reasonably be expected to be material and are fully paid adverse to the Company and the Company Subsidiaries, taken as a whole. The Company has delivered or made available to Parent true and correct copies of the minutes (or, in the case of an interest minutes that have not yet been finalized, complete and correct drafts thereof) of (i) all meetings of the stockholders or other equity-holders of the Company and each of the Company Subsidiaries, (ii) the boards of directors (or equivalent governing body) of the Company and each of the Company Subsidiaries and (iii) the committees of each such board of directors (or comparable governing body), in a limited partnership or limited liability companyeach case held since January 1, 2011 and prior to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate hereof.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries (including Merger Sub and LLC) is a legal an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, organized and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent Parent, its Subsidiaries, Merger Sub and its Subsidiaries LLC is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havestanding, individually or in the aggregate, has not had and could not reasonably be expected to have a Parent Material Adverse Effect. For purposes of this Agreement, the term “Parent Material Adverse Effect“ shall mean a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of Parent and its Subsidiaries taken as a whole, other than any such effect (x) relating to or affecting the economy or regulatory or political conditions in general or (y) relating to or affecting the industries in which Parent operates in general and (in each case under (x) and (y)) not specifically relating to (or disproportionately affecting) Parent, or (ii) Parent’s ability to, in a timely manner, perform its obligations under this Agreement or consummate the Transactions. (cb) Section 4.1(b) of the Parent Disclosure Schedule lists all Subsidiaries of Parent together with the jurisdiction of organization of each such Subsidiary. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material such Subsidiary of Parent that have been duly authorized and validly issued and are fully paid and nonassessable and are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens. Except as set forth in Section 4.1(b) of the Parent Disclosure Schedule, Parent does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person. (c) Parent has delivered to the Company complete and correct copies of its certificate of incorporation and by-laws (the “Parent Charter Documents“) as amended to the date of this Agreement. All such Parent Charter Documents are in full force and effect and Parent is not in violation of any of their respective provisions. Parent has made available to the Company and its representatives correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Board of Directors and each committee of the Board of Directors of Parent held since January 1, 2002. (d) Each of Parent, Merger Sub and LLC is and at all times has been a citizen of the United States within the meaning of Section 2 of the Shipping Act, 1916, as amended, for the purposes of owning and operating vessels in the U.S. coastwise trade.

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal entity has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being presently conducted and as currently proposed by its management to be conducted, except where the failure to have such power government licenses, permits, authorizations or authority approvals individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. . The Company has made available to Parent, prior to the execution of this Agreement, complete and accurate copies of the Company Certificate and its By-laws (c) All the outstanding partnership interests"Company By-laws"), limited liability company interestsand the comparable organizational documents of each of its Subsidiaries, shares in each case as amended to the date hereof. The Company has made available to Parent complete and accurate copies of capital stock ofthe minutes (or, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Board of Directors of the Company and each of its Subsidiaries and the committees of each of such Board of Directors, in a limited partnership or limited liability companyeach case held since August 4, 2000 and prior to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate hereof.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, incorporated and validly existing and in good standing under the Laws laws of the State of California, each of its Subsidiaries is a corporation or limited liability company duly incorporated or formed, validly existing and in good standing (in the jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and each of the Company and its Subsidiaries has all requisite partnership, corporate, limited liability company or other applicable entity power and authority and possesses all governmental licenses, franchises, permits, authorizations and approvals necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being presently conducted, except where the failure to be in good standing, have such power or authority or possess such governmental licenses, permits, authorizations or approvals, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing (in jurisdictions that recognize the concept of good standing) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or to be in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All the outstanding partnership interests. The Company has made available to Parent, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, prior to the extent required under execution of this Agreement, complete and accurate copies of the Organizational Documents Company Articles and the bylaws of such entity) the Company (the “Company Bylaws”), and nonassessable (the comparable organizational documents of each of its Subsidiaries, in each case as amended to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate hereof.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, incorporated and validly existing and in good standing under the Laws laws of the State of Delaware, each of its Subsidiaries is a corporation or limited liability company duly incorporated or formed, validly existing and in good standing (in the jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and each of the Company and its Subsidiaries has all requisite partnership, corporate, limited liability company or other applicable entity power and authority and possesses all governmental licenses, franchises, permits, authorizations and approvals necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being presently conducted, except where the failure to be in good standing, have such power or authority or possess such governmental licenses, permits, authorizations or approvals, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing (in jurisdictions that recognize the concept of good standing) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or to be in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All the outstanding partnership interests. The Company has made available to Parent, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, prior to the extent required under execution of this Agreement, complete and accurate copies of the Organizational Documents Company Certificate and the by-laws of such entity) the Company (the “Company By-laws”), and nonassessable (the comparable organizational documents of each of its Subsidiaries, in each case as amended to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensdate hereof.

Organization, Standing and Corporate Power. (a) Each The Company and each of Parent and its Subsidiaries is a legal entity has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity power and authority necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties properties, rights and other assets and to carry on its business as it is now being currently conducted, except where the failure to be so organized, existing and in good standing, or to have such power and authority, individually or authority in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each . The Company and each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the properties and its properties, rights or other assets owned or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to be so licensedqualified, qualified licensed or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All the outstanding partnership interests. The Company has made available to Parent, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, prior to the extent required date of this Agreement, complete and accurate copies of the Company Articles and the Company Bylaws and the comparable organizational documents of each Significant Subsidiary (as such term is defined in Rule 12b-2 under the Organizational Documents Exchange Act) (a “Significant Subsidiary”) of such entity) and nonassessable (the Company, in each case as amended to the extent such Subsidiary date hereof. The Company Articles and the Company Bylaws so delivered are in full force and effect and the Company is a corporate entity) and are owned free and clear not in violation of all Liensthe Company Articles or Company Bylaws.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, incorporated and validly existing and in good standing under the Laws laws of the State of Delaware, each of its Subsidiaries is a corporation or limited liability company duly incorporated or formed, validly existing and in good standing (in the jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and each of the Company and its Subsidiaries has all requisite partnership, corporate, limited liability company or other applicable entity power and authority and possesses all governmental licenses, franchises, permits, authorizations and approvals necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being presently conducted, except where the failure to be in good standing, have such power or authority or possess such governmental licenses, permits, authorizations or approvals, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing (in jurisdictions that recognize the concept of good standing) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and assets owned or leased by it makes such licensing or qualification necessary, except other than in such jurisdictions where the failure to be so licensed, qualified or to be in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. . The Company has made available in the Data Room to Parent, prior to the execution of this Agreement, complete and accurate copies of the Company Certificate and the bylaws of the Company (c) All the outstanding partnership interests“Company Bylaws”), and the comparable organizational documents of each of its Subsidiaries, in each case as amended to the date hereof. Neither the Company nor any of its Subsidiaries is in material breach or material violation of any of its organizational documents, including, for the avoidance of doubt, any operating agreement, limited liability company interests, shares of capital stock of, agreement or other equity interests in, each material Subsidiary organizational or governing agreement of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of any such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensSubsidiary.

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, incorporated and has all requisite partnership, corporate, limited liability company partnership or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect. (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that have been duly authorized and validly issued and are fully paid and nonassessable and are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens. Parent does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person material to Parent. (d) Parent has made available to the Company correct and complete copies of its certificate of incorporation and by-laws (the “Parent Charter Documents”) and correct and complete copies of the certificates of incorporation and by-laws (or comparable organizational documents) of each of its material Subsidiaries (the “Parent Subsidiary Documents”), in each case as amended to the date of this Agreement. All such Parent Charter Documents are in full force and effect and Parent is not in violation of any of its provisions.

Organization, Standing and Corporate Power. (a) Each IPC REIT and each of Parent and its Subsidiaries has been duly formed or incorporated, as the case may be, under applicable Law, is a legal entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, of its organization and has all the requisite partnership, corporate, limited liability company power or other applicable entity similar power and authority necessary to own or own, lease all of and operate its properties and assets and to carry on conduct its business as it is now being currently owned and conducted, except where the failure to have such power or authority has not had . IPC REIT and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each each of Parent and its Subsidiaries is are duly qualified or licensed or qualified to do business and is are in good standing in each jurisdiction in which the nature of the their business conducted by it or the character ownership or location leasing of the their properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except in such jurisdictions where the failure to be so licensed, duly qualified or licensed and in good standing has not had and would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Material Adverse Effect. (c) All . IPC REIT has made available to Buyer complete and correct copies of its Declaration of Trust and the outstanding partnership interestsorganizational documents of each of IPC REIT’s Subsidiaries. The Declaration of Trust and the organizational documents of each of IPC REIT’s Subsidiaries are in full force and effect and no dissolution, limited liability company interestsrevocation or forfeiture proceeding regarding IPC REIT or any of its Subsidiaries has been commenced. Neither IPC REIT nor any of its Subsidiaries is in material violation of any of the provisions of its Declaration of Trust or organizational documents, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in as the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liensmay be.

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, incorporated and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (cb) Section 3.1(b) of the Company Disclosure Schedule lists all Subsidiaries of the Company together with the jurisdiction of organization of each such Subsidiary. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent the Company have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned directly or indirectly by the Company free and clear of all liens, pledges, charges, mortgages, encumbrances, transfer restrictions, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the "blue sky" Laws of the various States of the United States) (collectively, "Liens"). Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person. (c) The Company has delivered to Parent correct and complete copies of its certificate of incorporation and bylaws (the "Company Charter Documents") and correct and complete copies of the certificates of incorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries (the "Subsidiary Documents"), in each case as amended to the date of this Agreement. All such Company Charter Documents and Subsidiary Documents are in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any of their respective provisions. The Company has made available to Parent and its representatives correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the board of directors and each standing committee of the board of directors of the Company and each of its Subsidiaries held since December 31, 2005.

Organization, Standing and Corporate Power. Except as set forth on Section 3.1 of the Company Disclosure Schedule: (a) Each each of Parent the Company and its Subsidiaries is a legal entity duly incorporated, formed or organized, as the case may be, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, incorporated and has all requisite partnership, corporate, limited liability company company, partnership or other applicable entity power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”).; (b) Each each of Parent the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.; (c) All all the outstanding partnership interests, limited liability company interests, shares of capital stock of, or limited liability company interests, partnership interests or other equity interests in, each material Subsidiary of Parent the Company that are owned directly or indirectly by Parent the Company have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid and nonassessable (in the case of an interest in a limited partnership or limited liability companyequity interests other than shares of capital stock, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entityconcepts are applicable) and are owned free and clear of all liens, pledges, charges, mortgages, encumbrances, options, rights of first refusal or other preferential purchase rights, adverse rights or claims and security interests of any kind or nature whatsoever (including, for purposes of this Section 3.1(c), any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” laws of the various states of the United States) (collectively, “Liens”); and except for those of the Company Joint Ventures, all such shares of capital stock and interests of each Subsidiary are owned directly or indirectly by the Company; and (d) the Company has made available to Parent correct and complete copies of its articles of incorporation and bylaws (the “Company Charter Documents”) and correct and complete copies of the articles of incorporation and bylaws (or comparable organizational documents) of each of its Subsidiaries (the “Company Subsidiary Documents”), in each case as amended to the date of this Agreement; and (i) all such Company Charter Documents are in full force and effect and the Company is not in violation of any of their provisions and (ii) except as would not, individually or in the aggregate, have any significant adverse impact on the Company and its Subsidiaries on a consolidated basis, all such Company Subsidiary Documents related to U.S. and Canadian Subsidiaries and, to the Knowledge of the Company, all such Company Subsidiary Documents related to other Subsidiaries are in full force and effect and no U.S. or Canadian Subsidiary of the Company or, to the Knowledge of the Company, any other Subsidiary, is in violation of any of their provisions.

Organization, Standing and Corporate Power. (a) Each The Company and each of Parent and its Subsidiaries is a legal entity has been duly organized, is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organizedformation, as applicablethe case may be, and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to own enable it to use its corporate or other name and to own, lease all of or otherwise hold and operate its properties and other assets and to carry on its business as it is now being currently conducted, except with respect to its Subsidiaries, where the failure to have such governmental licenses, permits, authorizations or approvals or to be so organized, existing and in good standing, or to have such power and authority, individually or authority in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each . The Company and each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction in which the nature of the its business conducted by it or the character ownership, leasing or location operation of the its properties and or other assets owned or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to be so licensedqualified, qualified licensed or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. . The Company has made available to Parent, prior to the date of this Agreement, complete and accurate copies of the Amended and Restated Certificate of Incorporation of the Company (c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity“Company Certificate”) and are fully paid the Company Bylaws, and the comparable organizational documents of each Significant Subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) (a “Significant Subsidiary”), in each case of an interest in a limited partnership or limited liability company, as amended to the extent required under date hereof. The Company Certificate and the Organizational Documents Company Bylaws so delivered are in full force and effect and the Company is not in violation of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensCompany Certificate or Company Bylaws.

Organization, Standing and Corporate Power. (ai) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organizedincorporated, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of North Carolina and has all requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure conducted and as currently proposed by its management to have such power or authority has not had be conducted and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned owned, leased or leased operated by it makes such licensing or qualification necessary, except where the failure to be so licensedorganized, existing, qualified or in good standing has not had and in such jurisdiction would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (cii) Section 3.1(a)(ii) of the Company Disclosure Schedule lists all Subsidiaries of the Company together with (A) the jurisdiction of organization of each such Subsidiary, (B) for each such Subsidiary that is not wholly owned (directly or indirectly) by the Company, the number of issued and outstanding shares of capital stock or share capital, the record owner(s) thereof and the number of issued and outstanding shares of capital stock or share capital beneficially owned by the Company, and (C) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than the Company or any Subsidiary. No Subsidiary of the Company owns any shares of Company Common Stock. All (or, in the case of a Subsidiary that is not wholly-owned, the Company’s ownership interests as disclosed in Section 3.1(a)(ii)(C) of the Company Disclosure Schedule) of the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity or voting interests in, each material such Subsidiary of Parent that are owned directly or indirectly by Parent have been duly authorized and validly issued, were issued (in accordance with the Organizational Documents free of such entity) pre-emptive rights and are fully paid (in the case of an interest in a limited partnership or limited liability companyand non-assessable, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens (other than Permitted Liens). Each of the Company’s Subsidiaries is a corporation or other business entity duly incorporated or organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of its state or other jurisdiction of incorporation or organization and has all requisite corporate or other company power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted, except where the failure to be so existing or organized in such jurisdiction would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (iii) The Company has made available to Parent, or publicly filed with the SEC, true, correct and complete copies of its articles of incorporation and bylaws, as amended (the “Company Charter Documents”) and true, correct and complete copies of the charters, bylaws or equivalent organizational documents of its “significant subsidiaries” (as such term is defined in Section 1.02 of Regulation S-X under the Exchange Act) as in effect on the date of this Agreement (collectively, the “Subsidiary Documents”). The Company Charter Documents and the Subsidiary Documents are in full force and effect as of the date of this Agreement, the Company is not in violation of any of the provisions of the Company Charter Documents, and the Company’s Subsidiaries are not in violation (other than immaterial violations) of any of the provisions of the Subsidiary Documents.

Organization, Standing and Corporate Power. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and (to the extent applicable) in good standing under the Laws of the jurisdiction in which it is incorporated, formed of its incorporation or organized, as applicable, organization and has all the requisite partnership, corporate, limited liability company corporate or other applicable entity similar power and authority necessary to own or lease all of its properties and assets and to carry on conduct its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) . Each of Parent the Company and its Subsidiaries is duly qualified or licensed or qualified to do business and (to the extent applicable) is in good standing in each jurisdiction in which the property leased or operated by it or the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification or licensing or qualification necessary, except where the failure to be so licensedduly qualified, qualified or licensed and in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (cb) Section 3.1(b) of the Company Disclosure Schedule lists as of the date of this Agreement each Subsidiary of the Company and, for each such Subsidiary, its jurisdiction of organization. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests securities in, each material Subsidiary of Parent that are owned directly or indirectly by Parent the Company have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned owned, directly or indirectly, by the Company free and clear of all pledges, liens, charges, mortgages, encumbrances or security interests of any kind or nature whatsoever (collectively, “Liens”). There are no arrangements relating to the issuance, acquisition, redemption, repurchase or sale of any equity security or other ownership interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding security instrument or agreement. Except for the capital stock of, or voting securities or equity interests in, its Subsidiaries, the Company does not own, directly or indirectly, any capital stock of, or voting securities or equity interests in, any Person. (c) The Company has made available to Parent complete and correct copies of the certificate of incorporation and by-laws of the Company, as amended to the date of this Agreement (the “Company Charter Documents”).

Organization, Standing and Corporate Power. (a) Each of Parent DIRECTV, Holdings, Merger Sub One and its Subsidiaries Merger Sub Two is (a) a legal entity corporation duly organized, validly existing and duly qualified or licensed and in good standing under the Laws of the state or jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable entity of its organization with full corporate power and authority necessary to own or lease all of own, lease, use and operate its properties and assets and to carry on conduct its business as it is now being currently conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries is duly qualified or licensed or qualified to do business and is and, to the extent applicable, in good standing in each any other jurisdiction in which the nature of the business conducted by it or the character property it owns, leases, uses or location of the properties and assets owned operates requires it to be so qualified, licensed or leased by it makes such licensing or qualification necessaryin good standing, except where the failure failures to be so licensedqualified, qualified licensed or in good standing has have not had a Material Adverse Effect on DIRECTV ("DIRECTV Material Adverse Effect"). (b) Section 5.1(b) of the DIRECTV Disclosure Schedule lists all Subsidiaries of DIRECTV together with (i) the jurisdiction of organization of each such Subsidiary and would (ii) in the case of Subsidiaries that are not reasonably be expected to havewholly-owned by DIRECTV, individually the percentage owned by DIRECTV, or in the aggregatecase of an indirect Subsidiary, the percentage owned by a Parent Material Adverse Effect. (cSubsidiary of DIRECTV. Except as set forth in Section 5.1(b) All of the DIRECTV Disclosure Schedule, all the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of Parent that are owned directly or indirectly by Parent DIRECTV have been duly authorized and validly issued (in accordance with the Organizational Documents of such entity) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned directly or indirectly by DIRECTV free and clear of all Liens. Except as set forth in Section 5.1(b) of the DIRECTV Disclosure Schedule, DIRECTV does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person. (c) DIRECTV has delivered to Liberty correct and complete copies of its certificate of incorporation and bylaws (the "DIRECTV Charter Documents") and correct and complete copies of the certificates of incorporation, bylaws and stockholders' or governance agreements (or comparable organizational documents) of each of its Subsidiaries (the "DIRECTV Subsidiary Documents"), in each case as amended to the date of this Agreement. All such DIRECTV Charter Documents and DIRECTV Subsidiary Documents are in full force and effect and neither DIRECTV nor any of its Subsidiaries is in violation of any of their respective provisions. (d) DIRECTV has caused Holdings to be organized under the Laws of the State of Delaware and owns all of the capital stock of Holdings. The authorized capital stock of Holdings consists of 1,000 shares of common stock, par value $0.01 per share, of which one share has been issued to DIRECTV, which share is validly issued, fully paid and nonassessable, and is owned by DIRECTV free and clear of any Liens. Except as set forth in this Section 5.1(d) and as contemplated by this Agreement and the Transaction Agreements, there are no shares of capital stock, voting securities or equity interests of Holdings issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of Holdings, including any representing the right to purchase or otherwise receive any shares of common stock or preferred stock of Holdings. There are no outstanding obligations of Holdings to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of Holdings. (e) DIRECTV has caused Holdings to organize, and Holdings has organized, Merger Sub One and Merger Sub Two under the Laws of the State of Delaware. The authorized capital stock of Merger Sub One consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued, fully paid and nonassessable, and are owned by Holdings free and clear of any Liens. The authorized capital stock of Merger Sub Two consists of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued, fully paid and nonassessable, and are owned by Holdings free and clear of any Liens. Except as set forth in this Section 5.1(e), there are no shares of capital stock, voting securities or equity interests of Merger Sub One or Merger Sub Two issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of Merger Sub One or Merger Sub Two, including any representing the right to purchase or otherwise receive any capital stock of Merger Sub One or Merger Sub Two. There are no outstanding obligations of Merger Sub One or Merger Sub Two to repurchase, redeem or otherwise acquire any shares of its own capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests).

Organization, Standing and Corporate Power. (a) Each of Parent and its Subsidiaries The Company is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, State of Delaware and has all the requisite partnership, corporate, limited liability company or other applicable entity corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (“Parent Material Adverse Effect”). (b) Each of Parent and its Subsidiaries . The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not have, or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (cb) Section 4.1(b) of the Company Disclosure Letter lists each Subsidiary of the Company as of the date hereof and its place of organization. Each of the Company’s Subsidiaries is a corporation or limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or limited liability company, as applicable, power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each Subsidiary of the Company is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not reasonably have, or be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material such Subsidiary of Parent that the Company are owned directly or indirectly by Parent have been duly authorized and validly issued the Company (in accordance with collectively, the Organizational Documents of such entity“Company Subsidiary Securities”) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all LiensLiens and transfer restrictions, other than transfer restrictions in their organizational documents and such transfer restrictions of general applicability as may be provided under the Securities Act of 1933 (the “Securities Act”) and other applicable securities Laws. There are (i) no outstanding shares of capital stock of, or other equity or voting interests in, any Subsidiary of the Company, (ii) no outstanding securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, any Subsidiary of the Company, (iii) no outstanding options, stock appreciation rights, performance units, restricted stock units, contingent value rights, “phantom” stock, warrants, restricted stock units, rights or other rights, commitments or agreements to acquire from any Subsidiary of the Company, or that obligates any Subsidiary of the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iv) no obligations of any Subsidiary of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any capital stock of, or other equity or voting interest (including any voting debt) in any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. There are no outstanding bonds, debentures, notes or other Indebtedness of any of the Company’s Subsidiaries having the right to vote (whether on an as-converted basis or otherwise) (convertible into, or exchangeable for, securities having the right to vote) on any matters on which the stockholders of any of the Company’s Subsidiaries may vote. No Subsidiary of the Company owns or holds (of record or beneficially) any ownership interest in the Company. (c) The Company has made available to Parent complete and correct copies of the certificate of incorporation and by-laws of the Company, in each case as amended to the date of this Agreement (the “Company Charter Documents”), and the organizational documents of each Subsidiary of the Company, in each case as amended to the date of this Agreement.