Common use of Organization, Standing and Power Clause in Contracts

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standingits incorporation, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it governmental approvals to own, lease, lease and operate or otherwise hold its properties and assets and to conduct its businesses business as presently it is now being conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure so to be so qualified or licensedqualify would not, individually or in the aggregate, has not had have a Material Adverse Effect on the Company. As used in this Agreement, (i) any reference to any event, change or effect being "material" with respect to any entity means an event, change or effect which is material in relation to the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or prospects of such entity and its Subsidiaries taken as a whole, and (ii) the term "Material Adverse Effect" means, with respect to the Company, any change, event or effect shall have occurred that, when taken together with all other adverse changes, events or effects that have occurred would not or would reasonably be expected to have (a) be materially adverse to the business, assets, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, (b) prevent or materially delay the consummation of the Merger; provided, however, that (i) any adverse effect (economic or otherwise) that is caused by conditions affecting the economy or security markets generally shall not be taken into account in determining whether there has been a Material Adverse Effect, but this exception is not applicable to any such adverse effect that is caused by condition(s) affecting the industry in which the Company competes or economies in any locations where the Company owns material assets, including real property, or has material operations or sales or customers; and (ii) any direct, adverse effect that results solely from the public announcement of the transactions contemplated by this Agreement shall not be taken into account in determining whether there has been a Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, Levy Acquisition Co. true and complete copies of its articles of incorporation and bylaws and the Amended articles of incorporation and Restated Articles bylaws (or equivalent organizational documents) of Incorporation each Subsidiary of the Company in effect Company, each as amended to date. Such certificates of the date of this Agreementincorporation, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is bylaws or equivalent organizational documents are in full force and effect as of the date of this Agreement. Neither effect, and neither the Company nor any Subsidiary of the Company Subsidiary is in violation in any material respect of any provision of such its articles of incorporation, bylaws or equivalent organizational documents.

Organization, Standing and Power. (a) Each of Weyerhaeuser and WRECO is duly organized and validly existing under the Company and each Laws of the Company’s Subsidiaries State of Washington. Each of Weyerhaeuser and WRECO has all requisite corporate power and authority necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its business as currently conducted. Weyerhaeuser has delivered to Parent and Merger Sub true and complete copies of the articles of incorporation and bylaws of Weyerhaeuser and WRECO, in each case as amended through the date hereof. (the “Company Subsidiaries”b) Each material WRECO Subsidiary is duly organized, validly existing and in good standing (or its equivalent status) under the Laws of the jurisdiction in which it is organized (in organized. Each material WRECO Subsidiary has all requisite power and authority necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its business as currently conducted. Weyerhaeuser has delivered to Parent and Merger Sub true and complete copies of the case certificate or articles of good standing, to the extent such jurisdiction recognizes such concept), exceptincorporation and bylaws or comparable organizational documents of each WRECO Subsidiary, in each case as amended through the case date hereof. (c) Each of Weyerhaeuser, WRECO and each WRECO Subsidiary is duly qualified to do business and is in good standing (or its equivalent status) in each jurisdiction where the nature of the Company SubsidiariesReal Estate Business or the ownership or leasing of the REB Assets makes such qualification or good standing necessary, where the except for any failure to be so organized, existing qualified or in good standingstanding that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an REB Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company Parent and each of the CompanyParent’s Subsidiaries (the “Company Parent Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Parent Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders, registrations, clearances and approvals (collectively, “Permits”) necessary to enable it to own, leaseoperate, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Parent Permits”), except where the failure to have such power or authority or to possess the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has delivered or made available to Parentthe Company, prior to execution of this Agreement, true and complete copies of (a) the Amended and Restated Articles restated articles of Incorporation incorporation of the Company in effect Parent, as of the date of this Agreementamended, together with all amendments thereto in effect as of the date of this Agreement (the “Company Parent Articles”), ) and the Amended and Restated Regulations restated bylaws of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company RegulationsParent By-laws”). Each ) and (b) the constituent documents of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsMerger Sub.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Merger Partner is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed on Section 3.1 of the Merger Partner Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case character of the Company Subsidiariesproperties it owns, where operates or leases or the failure nature of its activities makes such qualification necessary, except for such failures to be so organized, existing qualified or in good standing, individually or in the aggregate, has that have not had had, and would are not reasonably be expected likely to have have, a Company Merger Partner Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true the term “Merger Partner Material Adverse Effect” means any material adverse change, effect, event, circumstance or development that is materially adverse to or has a material adverse effect on the business, assets, liabilities, capitalization, financial condition, or results of operations of Merger Partner and complete copies its Subsidiaries, taken as a whole; provided, however, that none of the Amended and Restated Articles of Incorporation of following, to the Company in effect as of extent arising after the date of this Agreement, together with all amendments thereto either alone or in effect as combination, shall be deemed to be a Merger Partner Material Adverse Effect, and none of the date of this Agreement following shall be taken into account in determining whether there has been or will be a Merger Partner Material Adverse Effect: any change or event caused by or resulting from (A) the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of transactions contemplated by this Agreement, together with all amendments thereto including the Merger, or the announcement or pendency thereof, (B) changes in prevailing economic or market conditions in the United States or any other jurisdiction in which such entity has substantial business operations (except to the extent those changes have a disproportionate effect as on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate), (C) changes or events affecting the industry or industries in which Merger Partner and its Subsidiaries operate generally or compete (except to the extent those changes or events have a disproportionate effect on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate), (D) changes in generally accepted accounting principles or requirements (except to the extent those changes have a disproportionate effect on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate), (E) changes in laws, rules or regulations of general applicability or interpretations thereof by any Governmental Entity (except to the extent those changes have a disproportionate effect on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate), (F) any natural disaster or any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located or any governmental response to any of the date foregoing (except to the extent those changes or events have a disproportionate effect on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate), or (G) any failure by Merger Partner to meet any internal guidance, budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations (but not, in the case of Clause (G)), the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition). For the avoidance of doubt, the Parties agree that the terms “material,” “materially” and “materiality” as used in this Agreement (with an initial lower-case “m” shall have their respective customary and ordinary meanings, without regard to the “meanings ascribed to Merger Partner Material Adverse Effect or Public Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is Material Adverse Effect, in full force and effect each case as of the date of defined in this Agreement. Neither the Merger Partner has made available to Public Company nor any Company Subsidiary complete and accurate copies of its certificate of incorporation and bylaws and is not in material default under or in material violation in any material respect of any provision of either such documentsdocument.

Organization, Standing and Power. (a) Each of the Company Parent and each of the Company’s its Subsidiaries (the “Company Subsidiaries”including Merger Sub) is is, as applicable, a corporation, partnership or limited liability company duly organized, validly existing and and, where relevant, in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standingincorporation or organization, with all requisite entity power and authority to own, lease and, to the extent such jurisdiction recognizes such concept)applicable, exceptoperate its properties and to carry on its business as now being conducted, in the case of the Company Subsidiaries, other than where the failure to be so organized, existing or validly existing, in good standingstanding or to have such power or authority would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on Parent (a “Parent Material Adverse Effect”). Each of the Company Parent and the Company its Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries including Merger Sub) is duly qualified or licensed to do business and, where relevant, is in good standing in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to so qualify, be so qualified licensed or licensedin good standing would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent and Merger Sub each has heretofore made available to Parent, prior to execution the Company complete and correct copies of this Agreement, true its Organizational Documents. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth an accurate and complete copies list of the Amended and Restated Articles each Significant Subsidiary of Incorporation of the Company in effect as of the date of this AgreementParent, together with all amendments thereto in effect (i) the jurisdiction of incorporation or organization, as of the date of this Agreement (the “Company Articles”)case may be, and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsSignificant Subsidiary, (ii) the type and percentage of interest held, directly or indirectly, by Parent in such Significant Subsidiary, (iii) the amount of such Significant Subsidiary’s authorized capital stock or other equity interests and (iv) the amount of such Significant Subsidiary’s outstanding capital stock or other equity interests.

Organization, Standing and Power. Each of the (a) The Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in which it is organized (good standing as a foreign corporation in the case of good standing, to the extent such each jurisdiction recognizes such concept), except, listed in the case Section 3.1 of the Company SubsidiariesDisclosure Schedule, where which jurisdictions constitute the failure only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for such failures to be so organized, existing qualified or in good standingstanding that, individually or in the aggregate, has have not had had, and would not reasonably be expected to have result in, a Company Material Adverse Effect. Each For purposes of this Agreement, the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the term “Company PermitsMaterial Adverse Effect” means any change, event, circumstance, development or effect (each, a “Change”), except where the failure to have such power or authority or to possess the Company Permits) that, individually or in the aggregate, has not had and would not reasonably be expected aggregate with all other Changes occurring or existing prior to have the determination of a Company Material Adverse Effect. Each , (i) has a material adverse effect on the business, assets, liabilities, capitalization, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole or (ii) would prevent the Company Subsidiaries is duly qualified from consummating the Merger and the other transactions contemplated by this Agreement; provided that, solely for purposes of clause (i) above, none of the following, and no effect arising out of or licensed to do business resulting from the following, in each jurisdiction where case to the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of extent arising after the date of this Agreement, together with all amendments thereto shall constitute (in effect and of itself) a Company Material Adverse Effect or be taken into account in determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur (except, in the cases of clauses (x) and (y)(A), (C) and (D), where the Company and its Subsidiaries, taken as a whole, are disproportionately affected relative to other persons operating in the industries or markets in which the Company and its Subsidiaries operate): (x) any Change generally affecting (A) the industries in which the Company and its Subsidiaries operate or (B) the economy, credit or financial or capital markets in the United States or elsewhere in the world, including changes in interest or exchange rates, or (y) any Change arising out of, resulting from or attributable to (A) changes or prospective changes in law, in applicable regulations of any Governmental Entity, in generally accepted accounting principles or in accounting standards, or any changes or prospective changes in the interpretation or enforcement of any of the date of this Agreement foregoing, (B) the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date announcement or pendency of this Agreement, together with all amendments thereto (C) political conditions (or developments or changes in effect as such conditions) or acts of war (whether or not declared), sabotage or terrorism, or any escalation or worsening of any such acts of war (whether or not declared), sabotage or terrorism, (D) pandemics, earthquakes, hurricanes, tornados or other natural disasters, (E) any decline in the date market price, or change in trading volume, of this Agreement (the “Company Regulations”). Each any capital stock of the Company Articles and (it being understood, in each case, that the facts or occurrences giving rise or contributing to such decline or change may be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect), (F) any legal proceedings brought by any current or former stockholders of the Company Regulations were duly adopted and is in full force and effect as (on their own behalf or on behalf of the date Company) arising out of or in connection with this Agreement, any of the transactions contemplated by this Agreement or any action taken by the Company or the Company Board in connection with this Agreement or (G) any failure by the Company to meet any public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, or any failure by the Company to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood, in each case, that the facts or occurrences giving rise or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect). For the avoidance of doubt, the parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the prior sentence of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsparagraph.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles Certificate of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Agreement (the “Company Charter”) and the Amended and Restated Bylaws of the Company in effect as of the date of this Agreement (the “Company ArticlesBylaws”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of Xxxxxxxx Xxxxx, XXx, XXx, Xxxxxxxx House Mexico, Sony Mexico, Time Warner Mexico and Columbia House Canada (collectively, the Company "Columbia House Entities") and each of the Company’s Subsidiaries subsidiaries of Xxxxxxxx Xxxxx xxx Xxxxxxxx Xxxxx Xxxxxx (the “Company "Columbia House Subsidiaries”") is duly organized, formed and validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, formed and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar full power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (conducted, other than such franchises, licenses, permits, authorizations and approvals the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitslack of which, individually or and in the aggregate, has not had and would could not reasonably be expected to have a Company material adverse effect on the Columbia House Entities and the Columbia House Subsidiaries, taken as a whole, or a material adverse effect on the ability of any of the Columbia House Entities, the Columbia House Subsidiaries, Time Warner Canada or Sony Canada to perform its obligations under any of the Transaction Agreements to which it is a party or to consummate the Transactions, except to the extent such effect is the result of (i) actions taken by CDnow (other than actions required by any Transaction Agreement) or economic factors affecting the economy as a whole or the industry in which the Columbia House Entities compete or (ii) payment of legal fees incurred in the defense of any litigation by stockholders of CDnow challenging the Transactions (a "Columbia House Entities Material Adverse Effect"). Each of the Company Columbia House Entities and the Company Subsidiaries each Columbia House Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions except where the failure to be so qualified or licensed, individually or in the aggregate, qualify has not had and would could not reasonably be expected to have a Company Columbia House Entities Material Adverse Effect. The Company Time Warner or Sony has made available delivered to Parent, prior to execution of this Agreement, CDnow true and complete copies of the Amended joint venture agreements in respect of each of MCo, VCo and Restated Articles Columbia House, the organizational documents of Incorporation of the Company in effect as of the date of this AgreementTime Warner Mexico, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”)Sony Mexico, Xxxxxxxx Xxxxx Xxxxxx xxx Xxxxxxxx Xxxxx Xxxxxx and the Amended and Restated Regulations organizational documents of the Company each Columbia House Subsidiary, in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither As of the Company nor any Company Subsidiary is Effective Time, the joint venture agreement in violation in any material respect of any provision MCo will be substantially in the form of such documentsExhibit M attached hereto, the joint venture agreement in respect of VCo will be substantially in the form of Exhibit N attached hereto and the joint venture agreement in respect of Columbia House will be substantially in the form of Exhibit O attached hereto.

Organization, Standing and Power. (a) Each of the Company ETP Entities and each of the Company’s their respective Subsidiaries (the “Company Subsidiaries”) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate partnership, corporate, limited liability company or similar other applicable power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on ETP (an “ETP Material Adverse Effect. ”). (b) Each of the Company ETP Entities and the Company their respective Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business conducted by it or the ownership, operation character or leasing location of its the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an ETP Material Adverse Effect. (c) Except as set forth on Section 3.1(c) of the ETP 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 ETP that are owned directly or indirectly by ETP have been duly authorized and validly issued and are fully paid and nonassessable 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”). The Company Except for those of the ETP Joint Ventures, all such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by ETP. (d) ETP has made available to ParentSXL correct and complete copies of its certificate of limited partnership and the ETP Partnership Agreement (the “ETP Charter Documents”), prior to execution of this Agreement, true and correct and complete copies of the Amended and Restated Articles comparable organizational documents of Incorporation each of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement its material Subsidiaries (the “Company ArticlesETP Subsidiary Documents”)) and of ETP GP and ETP Managing GP, and the Amended and Restated Regulations of the Company in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither the Company nor any Company Subsidiary All such ETP Charter Documents are in full force and effect and ETP is not in violation in any material respect of any provision of such documentstheir provisions.

Organization, Standing and Power. Each of the Company Parent and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, limited liability company, or other legal entity duly organized, validly existing existing, and in good standing (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States) under the Laws of its jurisdiction of organization, and has the jurisdiction in which it is organized (in the case of good standingrequisite corporate, limited liability company, or other organizational, as applicable, power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease, and operate its assets and to carry on its business as now conducted other than, in the case of the Company Parent’s Subsidiaries, where the failure to be so organized, existing or to be in good standingstanding or to have such power, individually authority or in the aggregate, has not had and standing (A) would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate Effect or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and B) would not reasonably be expected to have prevent, materially impede or materially delay the consummation of the Transactions on a Company Material Adverse Effecttimely basis and in any event on or before the End Date. Each of the Company Parent and the Company its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company, or other legal entity and is in good standing (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States) in each jurisdiction where the character of the assets and properties owned, leased, or operated by it or the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification or license necessary, other than in such jurisdictions except where the failure to be so qualified or licensedlicensed or to be in good standing, (A) would not reasonably be expected to have, individually or in the aggregate, has not had and a Parent Material Adverse Effect or (B) would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parentprevent, prior to execution of this Agreement, true and complete copies materially impede or materially delay the consummation of the Amended Transactions on a timely basis and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsevent on or before the End Date.

Organization, Standing and Power. (a) Each of the Company Partnership, the General Partner and each of the Company’s their respective Subsidiaries (the “Company Subsidiaries”) is a legal entity duly incorporated, formed or organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate corporate, limited liability company, partnership or similar other applicable entity power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, a Material Adverse Effect on the Partnership (a “Partnership Material Adverse Effect”). (b) Each of 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 have, individually or in the aggregate, a Company Partnership Material Adverse Effect. . (c) Except as set forth on Section 4.1(c) of the Partnership Disclosure Schedule, all of the outstanding shares of capital stock, limited liability company interests, partnership interests or other equity interests in, each material Subsidiary of the Partnership that are owned directly or indirectly by the Partnership have been duly authorized and validly issued in accordance with the Organizational Documents of each such entity (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 liability company or limited partnership, 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 voting or 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”). (d) The Company Partnership has made available to Parent, prior to execution Parent correct and complete copies of this Agreement, true its Organizational Documents and correct and complete copies of the Amended and Restated Articles Organizational Documents of Incorporation each of the Company its material Subsidiaries, in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither All such Organizational Documents are in full force and effect and the Company nor any Company Subsidiary Partnership and each of its material Subsidiaries is not in violation of any of their provisions in any material respect of any provision of such documentsrespect.

Organization, Standing and Power. (i) Each of the Company REIT and each of the Company’s Subsidiaries (the “Company Subsidiaries”) OPCO is a corporation or limited partnership, respectively, duly organizedformed, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case State of good standingits incorporation or formation, to the extent such jurisdiction recognizes such concept), except, in the case and has all of the Company Subsidiariesrequisite power, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and other, authority and possesses all Permits necessary to enable it government approvals or licenses to own, lease, operate or otherwise hold its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effectnow being conducted. Each of the Company REIT and the Company Subsidiaries OPCO is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business it is conducting, or the ownership, operation or leasing of its properties and assets or the management of properties for others makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensedlicensed or in good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have constitute a Company Gadsden Material Adverse Effect. Each jurisdiction in which the REIT and OPCO is qualified or licensed to do business under which it conducts business in any jurisdiction is identified in Section 4.02(a) of the Gadsden Disclosure Letter. The Company REIT has heretofore made available to Parent, prior to execution of this Agreement, true each Seller Party complete and complete correct copies of the Amended and Restated Articles articles of Incorporation association, certificate of limited partnership of each of the Company in effect REIT and OPCO, each, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (the each, a “Company ArticlesGadsden Charter”), and the Amended and Restated Regulations of the Company in effect bylaws or limited partnership agreement, each, as of amended through the date of this Agreementhereof (each, together with all amendments thereto in effect as of the date of this Agreement (the a “Company RegulationsGadsden Bylaws”). Each The Gadsden Charter and the Gadsden Bylaws of each of the Company Articles REIT and the Company Regulations were duly adopted and OPCO is in full force and effect as of on the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect Agreement and a true and complete copy of any provision of such documentseach Gadsden Charter and Gadsden Bylaws has been previously provided to Sellers.

Organization, Standing and Power. Each of the Company CDnow, Holdco, Pennsylvania Sub, Delaware Sub I and Delaware Sub II and each of the Company’s Subsidiaries other subsidiaries of CDnow (Holdco, Pennsylvania Sub, Delaware Sub I, Delaware Sub II and each other subsidiary of CDnow being collectively referred to in this Agreement as the “Company "CDnow Subsidiaries”") is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar full power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (conducted, other than such franchises, licenses, permits, authorizations and approvals the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitslack of which, individually or and in the aggregate, has not had and would could not reasonably be expected to have a Company material adverse effect (as defined in Section 11.03) on CDnow and the CDnow Subsidiaries, taken as a whole, or a material adverse effect on the ability of CDnow or any of the CDnow Subsidiaries to perform its obligations under any of the Transaction Agreements to which it is a party or to consummate the Transactions, except to the extent such effect is the result of (i) actions taken by Time Warner or Sony (other than actions required by any Transaction Agreement) or economic factors affecting the economy as a whole or the industry in which CDnow competes or (ii) payment of legal fees incurred in the defense of any litigation by stockholders of CDnow challenging the Transactions (a "CDnow Material Adverse Effect"). Each of the Company CDnow and the Company Subsidiaries each CDnow Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions except where the failure to be so qualified or licensed, individually or in the aggregate, qualify has not had and would could not reasonably be expected to have a Company CDnow Material Adverse Effect. The Company CDnow has made available delivered to Parent, prior to execution each of this Agreement, Time Warner and Sony true and complete copies of the Amended and Restated Articles articles of Incorporation incorporation of the Company in effect CDnow, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company Articles”"CDnow Charter"), and the Amended and Restated Regulations by-laws of the Company in effect CDnow, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company Regulations”"CDnow By-laws"). Each of the Company Articles , and the Company Regulations were duly adopted and is comparable organizational documents of each CDnow Subsidiary, in full force and effect each case as of amended to the date of this Agreement. Neither As of the Company nor any Company Subsidiary is Effective Time, the Certificate of Incorporation of Holdco will be substantially in violation the form of Exhibit K attached hereto and the By-laws of Holdco will be substantially in any material respect the form of any provision of such documentsExhibit L attached hereto.

Organization, Standing and Power. (a) Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Contango Parties is a corporation or limited liability company duly organizedorganized or formed, validly existing and in good standing under the Laws of the jurisdiction in which it is organized of its respective organization or formation and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case b) Each of the Company SubsidiariesContango Subsidiaries is an entity duly organized or formed, as applicable, validly existing and in good standing under the Laws of the jurisdiction of its respective organization or formation and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to be so organized, existing or in good standing, individually standing or in the aggregate, to have such power and authority has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, a Contango Material Adverse Effect. (c) Each of the Contango Group Entities 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, leasing, holding or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Contango Material Adverse Effect. The Company . (d) Contango has made available to Parent, prior to execution of this Agreement, the Partnership true and complete copies of the Amended and Restated Articles Governing Documents of Incorporation of the Company each Contango Group Entity in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”)Execution Date. Each of the Company Articles and the Company Regulations were duly adopted and is All such Governing Documents are in full force and effect as and no Contango Group Entity is in violation of any provisions thereof. (e) All of the date issued and outstanding limited liability company interests of Xxxxxxx Merger Sub are owned, beneficially and of record, by Contango. Xxxxxxx Merger Sub was formed solely for the purpose of engaging in the Merger and the other transactions contemplated by this Agreement. Neither Xxxxxxx Merger Sub does not have, directly or indirectly, any assets, liabilities or obligations or conducted any business other than incident to its formation and pursuant to this Agreement, the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsMerger and the other transactions contemplated hereby.

Organization, Standing and Power. (a) Each of the Company and each of the Company’s Parent, its Subsidiaries (the “Company Subsidiaries”including Merger Sub) is and Parent Manager is, as applicable, a corporation, partnership or limited liability company duly organized, validly existing and and, where relevant, in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standingincorporation or organization, with all requisite entity power and authority to own, lease and, to the extent such jurisdiction recognizes such concept)applicable, exceptoperate its properties and to carry on its business as now being conducted, in the case of the Company Subsidiaries, other than where the failure to be so organized, existing or validly existing, in good standingstanding or to have such power or authority would not reasonably be expected to (i) in the case of Parent and Merger Sub, have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on Parent (a “Parent Material Adverse Effect”) and (ii) in the case of Parent Manager, materially prevent the ability of Parent Manager to perform its obligations under this Agreement or to consummate the Transactions before the End Date. Each of the Company Parent, its Subsidiaries (including Merger Sub) and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries Parent Manager is duly qualified or licensed to do business and, where relevant, is in good standing in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to so qualify, be so qualified licensed or licensedin good standing would not reasonably be expected to (x) in the case of Parent and Merger Sub, have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse EffectEffect and (y) in the case of Parent Manager, materially prevent the ability of Parent Manager to perform its obligations under this Agreement or to consummate the Transactions before the End Date. The Company Parent and Merger Sub each has heretofore made available to the Company complete and correct copies of its Organizational Documents. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth an accurate and complete list of each Significant Subsidiary of Parent, prior to execution including a list of this Agreementeach Significant Subsidiary that is a Qualified REIT Subsidiary, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreementa Taxable REIT Subsidiary or a REIT, together with all amendments thereto in effect (i) the jurisdiction of incorporation or organization, as of the date of this Agreement (the “Company Articles”)case may be, and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsSignificant Subsidiary, (ii) the type and percentage of interest held, directly or indirectly, by Parent in such Significant Subsidiary, (iii) the amount of such Significant Subsidiary’s authorized capital stock or other equity interests and (iv) the amount of such Significant Subsidiary’s outstanding capital stock or other equity interests.

Organization, Standing and Power. (a) Each of the Company and each its subsidiaries is an entity duly organized and validly existing under the laws of the Company’s Subsidiaries (the “its jurisdiction of incorporation or organization. Company Subsidiaries”) has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its businesses as now being conducted. Company is duly organized, validly existing qualified and in good standing under the Laws of the to do business in each jurisdiction in which the character of the property owned, leased, or operated by it is organized or the nature of its activities makes such qualification necessary (all such jurisdictions are listed in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case Section 3.1.1(a) of the Company SubsidiariesDisclosure Schedule), where the except in such jurisdictions in which a failure to be so organized, existing existing, or in good standingstanding or to have such corporate power and authority would not materially impair the ability of Company to consummate the Transactions or would not result, or reasonably be expected to result, individually or in the aggregate, has in a material adverse effect on the financial condition, business, assets or results of operations of Company and its subsidiaries, taken as a whole, other than any effect resulting from (1) the announcement of the Transactions or the proposal thereof or this Agreement and the transactions contemplated hereby, (2) changes after the date hereof in general economic conditions or the industry in which the Company operates, provided that the impact of such fact, circumstance, event, change, effect or occurrence is not had disproportionately adverse to the Company, or (3) actions taken by Company after the date hereof at, and would not reasonably be expected to have a in accordance with the written direction or request of Parent (“Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The . (b) Company has delivered or made available to ParentParent or its counsel complete and correct copies of Company’s articles of incorporation, prior bylaws, stock records and minute books and the comparable governing instruments and minutes of each of its subsidiaries, in each case, as amended to execution the date hereof. The minute books of this Agreement, true Company contain correct and complete copies records of all material proceedings and actions taken at all meetings of, or effected by written consent of, the Amended shareholders of Company and Restated Articles its board of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement directors (the “Company Articles”and each committee thereof), and the Amended stock records of Company contain correct and Restated Regulations complete records of all original issuances and subsequent transfers, repurchases, and cancellations of Company’s capital stock. Company is the owner, directly or indirectly, of all outstanding shares of capital stock of each of its subsidiaries (other than directors’ qualifying and similar shares, the ownership of which is identified in Section 3.1.1(b) of the Company in effect as Disclosure Schedule) free and clear of all liens, pledges, security interests, claims, or other encumbrances and all such shares are duly authorized, validly issued, fully paid, and nonassessable. Section 3.1.1(b) of the date Company Disclosure Schedule lists all subsidiaries of this AgreementCompany, together with all amendments thereto each subsidiary’s jurisdiction of incorporation or formation, the jurisdictions in effect as which it is qualified to conduct business, and its authorized capitalization. Other than the subsidiaries so listed, Company does not own or control, directly or indirectly, shares of the date capital stock of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation other corporation, or any interest in any material respect of any provision of such documentspartnership, joint venture, or other non-corporate business entity or enterprise.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries United States Pharmaceutical Group, L.L.C., a Delaware limited liability company (the “Company SubsidiariesUSPGI”) ), is duly organizedformed, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar full limited liability company power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (conducted, other than such franchises, licenses, permits, authorizations and approvals the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitslack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a Company Material Adverse Effect. Each The term “Company Material Adverse Effect” shall mean any material adverse effect on the business, financial condition or results of operations of the Company and USPGI, taken as a whole, and shall exclude any such change or effect that arises out of or is related to: (i) changes in (x) general economic, regulatory or political conditions or (y) financial or securities markets in general; (ii) the announcement or public disclosure of this Agreement, the other Transaction Agreements, the Transactions or the identity of Parent; (iii) the Company’s and USPGI’s industries in general and not specifically related to the Company Subsidiaries is or USPGI; (iv) changes or clarifications in Laws (or in the Company’s interpretation of such Laws) related to (x) the businesses presently conducted by the Company and USPGI or (y) health care (including Medicare or Medicaid), in general; or (v) changes in GAAP (as defined in Section 3.06) or regulatory accounting principles for the Company’s and USGPI’s industries. The Company and USPGI are duly qualified or licensed to do business in each jurisdiction where the nature of its their business or the ownership, operation their ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions except where the failure to be so qualified or licensed, individually or in the aggregate, qualify has not had and would or could not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended and Restated Articles of Incorporation Organization of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company Articles”), the Company Operating Agreement and the Amended and Restated Regulations comparable organizational documents of the Company USPGI, in effect each case as of amended through the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company and each of the Company’s 's Significant Subsidiaries (the “Company Subsidiaries”as defined below) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case its state of good standingincorporation or organization, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as now being conducted, and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification necessary, other than in such jurisdictions where the failure so to be so qualified or licensed, individually or in the aggregate, has not had and qualify would not have a Material Adverse Effect (as defined below) on the Company. The Company has heretofore delivered to Parent complete and correct copies of its Restated Certificate of Incorporation and Bylaws, each as amended to date. All Significant Subsidiaries of the Company and their respective jurisdictions of incorporation or organization are identified on Schedule 3.1(a)(i) of the disclosure schedule dated as of the date hereof and signed by an authorized officer of the Company and delivered to Parent on or prior to the date hereof (the "Company Disclosure Schedule"). As used in this Agreement: (i) a "Significant Subsidiary" means any Subsidiary of the Company or Parent, as the case may be, that would constitute a Significant Subsidiary of such party within the meaning of Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC"); (ii) a "Material Adverse Effect" or "Material Adverse Change" shall mean, in respect of the Company or Parent, as the case may be, any effect or change that is or would reasonably be expected to have be materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of such party and its Subsidiaries taken as a Company Material Adverse Effect. The Company has made available whole, other than any change, circumstance or effect to Parentthe extent it results from or arises out of (1) changes in the economy in general, prior to execution of this Agreement(2) changes or circumstances affecting in general the industries in which such party operates, true and complete copies (3) in the case of the Amended and Restated Articles of Incorporation Company, the failure of the Company to retain its general managers and other key employees or any material disruption in effect supplier relationships as a result of the date transaction contemplated by this Agreement or the public announcement thereof or policies or other actions adopted or taken by Parent or any of this Agreementits affiliates or Subsidiaries (it being understood that the Company shall be responsible for the control of its business prior to the Effective Time), together with all amendments thereto (4) in effect as the case of the date of this Agreement (the “Company Articles”)Company, and the Amended and Restated Regulations matters disclosed on Schedule 3.1(a)(ii) of the Company Disclosure Schedule or (5) in effect as the case of Parent, matters disclosed on Schedule 3.2(a)(ii) of the date Parent Disclosure Schedule (as hereinafter defined); and (iii) "Subsidiary" means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of this Agreementwhich: (1) such party or any other Subsidiary of such party is a general partner (excluding partnerships, together with all amendments thereto in effect as the general partnership interests of which are held by such party or any Subsidiary of such party that do not have a majority of the date of this Agreement voting interest in such partnership) or (the “Company Regulations”). Each 2) at least a majority of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as securities or other interests having by their terms ordinary voting power to elect a majority of the date Board of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.Directors or others performing similar

Organization, Standing and Power. (a) Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which it is organized (the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of good standing, to the extent such jurisdiction recognizes such conceptclause (iii), except, and in the case of the Company clause (i) and (ii) as they relate to Subsidiaries, where the failure to be so organized, existing qualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted . (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. b) The Company has previously made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended Company’s certificate of incorporation (the “Company Charter”) and Restated Articles bylaws (the “Company Bylaws”) and the certificate of Incorporation incorporation and by-laws (or comparable organizational documents) of the Company each of its Subsidiaries, in effect each case as of amended to the date of this Agreement, together with all amendments thereto in effect and each as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and so delivered is in full force and effect as of the date of this Agreementeffect. Neither the The Company nor any Company Subsidiary is not in violation in any material respect of any material provision of such documentsthe Company Charter or Company Bylaws. The Company has made available to Parent true and complete copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof as of the date of this Agreement) of all meetings of the Company’s stockholders, the Company Board and each committee of the Company Board held since the Reorganization Date. (c) The Subsidiaries of the Company in Colombia are not and have not been subject to any type of insolvency proceedings, any proceedings related to bankruptcy or any voluntary or compulsory winding-up process in accordance with Law 1116 of 2006 or any other applicable insolvency Law.

Organization, Standing and Power. (a) Each of the Company MLP and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate partnership, corporate, limited liability company or similar other applicable power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on MLP (an “MLP Material Adverse Effect. ”). (b) Each of the Company MLP and the Company its Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business conducted by it or the ownership, operation character or leasing location of its the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an MLP 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 MLP that are owned directly or indirectly by MLP have been duly authorized and validly issued and are fully paid and nonassessable 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”). The Company Except for those of the MLP Joint Ventures, all such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by MLP. (d) MLP has made available to ParentParent correct and complete copies of its certificate of limited partnership and the MLP Partnership Agreement (the “MLP Charter Documents”), prior to execution of this Agreement, true and correct and complete copies of the Amended and Restated Articles comparable organizational documents of Incorporation each of the Company in effect as of the date of this Agreementits material Subsidiaries, together with all amendments thereto in effect as of the date of this Agreement including MLP GP (the “Company ArticlesMLP Subsidiary Documents”), and the Amended and Restated Regulations of the Company in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither the Company nor any Company Subsidiary All such MLP Charter Documents are in full force and effect and MLP is not in violation in any material respect of any provision of such documentstheir provisions.

Organization, Standing and Power. (a) Each of the Company MLP, MLP GP and each of the Company’s their respective Subsidiaries (the “Company Subsidiaries”) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate partnership, corporate, limited liability company or similar other applicable power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on MLP (an “MLP Material Adverse Effect. ”). (b) Each of the Company MLP, MLP GP and the Company their respective Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business conducted by it or the ownership, operation character or leasing location of its the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an MLP 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 MLP that are owned directly or indirectly by MLP have been duly authorized and validly issued and are fully paid and nonassessable 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”). The Company Except for those of the MLP Joint Ventures, all such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by MLP. (d) MLP has made available to ParentParent correct and complete copies of its certificate of limited partnership and the MLP Partnership Agreement (the “MLP Charter Documents”), prior to execution of this Agreement, true and correct and complete copies of the Amended and Restated Articles comparable organizational documents of Incorporation each of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement its material Subsidiaries (the “Company ArticlesMLP Subsidiary Documents”), and the Amended and Restated Regulations of the Company in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither the Company nor any Company Subsidiary All such MLP Charter Documents are in full force and effect and MLP is not in violation in any material respect of any provision of such documentstheir provisions.

Organization, Standing and Power. Each of the Company (a) Parent and each of the Company’s its Subsidiaries (the “Company Parent Subsidiaries”) is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in and has the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary governmental approvals to enable it to (i) own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as it is now being conducted and (ii) to conduct its businesses as presently conducted (enter into this Agreement and, subject to receiving the “Company Permits”)Requisite Parent Vote, consummate the transactions contemplated hereby, in each case except where the failure to have such power or and authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected material to have the Company, taken as a Company Material Adverse Effectwhole. Each of the Company Parent and the Company Subsidiaries each Parent Subsidiary is duly qualified or licensed as a foreign corporation to do business 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 or the ownership, operation or leasing of its properties and assets makes such qualification or licensing necessary, other than in except for such jurisdictions where the failure failures to be so qualified or licensed, individually or licensed and in the aggregate, good standing that has not had had, and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Merger Sub was formed solely for the purpose of effecting the Merger, has made available to Parentengaged in no other business activities and has no, and at all times prior to execution the Effective Time except as contemplated by this Agreement or the Ancillary Agreements, will have no, assets, liabilities or obligations of this Agreement, true any kind or nature whatsoever other than those incident to its formation and complete copies the Transactions. (b) All of the Amended and Restated Articles of Incorporation Parent Subsidiaries, except Merger Sub, are set forth in the Parent SEC Documents. Parent owns, directly or indirectly, all of the Company in effect as capital stock or other equity interests of each Parent Subsidiary, free and clear of any Liens, and all of the date issued and outstanding shares of this Agreementcapital stock or other equity interests of each Parent Subsidiary are validly issued and are fully paid, together with all amendments thereto in effect as non-assessable and free of the date of this Agreement (the “Company Articles”), preemptive and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentssimilar rights to subscribe for or purchase securities.

Organization, Standing and Power. Each of the Company Parent and each of the CompanyParent’s Subsidiaries (the “Company Parent Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Parent Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Parent Permits”), except where the failure to have such power or authority or to possess the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has made available to Parentthe Company, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company Parent Articles”), ) and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company Parent Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. (a) Each of the Company SXL Entities and each of the Company’s their respective Subsidiaries (the “Company Subsidiaries”) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate partnership, corporate, limited liability company or similar other applicable power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on SXL (a “SXL Material Adverse Effect. ”). (b) Each of the Company SXL Entities and the Company their respective Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business conducted by it or the ownership, operation character or leasing location of its the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company SXL 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 SXL that are owned directly or indirectly by SXL have been duly authorized and validly issued and are fully paid and nonassessable and are owned free and clear of all Liens. The Company Except for those of the SXL Joint Ventures, all such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by SXL. (d) SXL has made available to Parent, prior to execution ETP correct and complete copies of this Agreement, true its certificate of limited partnership and the SXL Partnership Agreement (the “SXL Charter Documents”) and correct and complete copies of the Amended and Restated Articles comparable organizational documents of Incorporation each of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement its material Subsidiaries (the “Company ArticlesSXL Subsidiary Documents”), and the Amended and Restated Regulations of the Company in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither the Company nor any Company Subsidiary All such SXL Charter Documents are in full force and effect and SXL is not in violation in any material respect of any provision of such documentstheir provisions.

Organization, Standing and Power. (a) Each of the Company and each of the Company’s its Designated Subsidiaries (the “Company Subsidiaries”i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the its jurisdiction of organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which it is organized (in the case nature of good standingits business or the ownership, to the extent leasing or operation of its properties makes such jurisdiction recognizes such concept)qualification or licensing necessary, except, in the case of the Company Subsidiarieswith respect to clause (iii), where the failure for any such failures to be so organized, existing qualified or licensed or in good standingstanding as would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is, and at the Effective Time will be, a citizen of the United States, within the meaning of Section 2 of the Shipping Act of 1916, 46 U.S.C. §50501, as amended, eligible to own and operate the Vessels in the coastwise trade of the United States. (b) Section 3.1(b)(i) of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company and for each such Subsidiary, its: state of organization, entity type, and outstanding number and type of membership interests, shares of capital stock, or other equity interests. Except for the Designated Subsidiaries, none of the Company’s Subsidiaries has all requisite corporate assets or similar power and authority and possesses all Permits necessary to enable it to ownliabilities or obligations of any nature, leasewhether or not accrued, operate contingent or otherwise hold its properties and (other than assets and liabilities in a de minimis amount), or engages in any business or operations. (c) The Company has previously furnished or otherwise made available to conduct its businesses as presently conducted Parent a true and complete copy of the Company’s articles of incorporation (the “Company PermitsCharter”) and bylaws (the “Company Bylaws”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure case as amended to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto and each as so delivered is in effect as full force and effect. The Company is not in violation of any provision of the date Company Charter or Company Bylaws in any material respect. (d) The Company has previously furnished or otherwise made available to Parent a true and complete copy of this Agreement each of the Designated Subsidiaries’ articles of incorporation or similar formational document (the “Company ArticlesSubsidiaries’ Charters”) and bylaws or similar governing document (the “Subsidiaries’ Bylaws”), and the Amended and Restated Regulations of the Company in effect each case as of amended to the date of this Agreement, together with all amendments thereto in effect and each as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and so delivered is in full force and effect as of the date of this Agreementeffect. Neither the Company nor any Company No Designated Subsidiary is in violation in any material respect of any provision of such documentsits Subsidiary Charter or Subsidiary Bylaws in any material respect.

Organization, Standing and Power. Each of the The Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, limited liability company, or other legal entity duly organized, validly existing existing, and in good standing (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States) under the Laws of its jurisdiction of organization, and has the jurisdiction in which it is organized (in the case of good standingrequisite corporate, limited liability company, or other organizational, as applicable, power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease, and operate its assets and to carry on its business as now conducted, other than, in the case of the Company Company’s Subsidiaries, where the failure to be so organized, existing or to be in good standingstanding or to have such power, individually authority or in the aggregate, has not had and standing (A) would not reasonably be expected to have a Company Material Adverse EffectEffect or (B) would reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions on a timely basis and in any event on or before the End Date. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company, or other legal entity and is in good standing (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States) in each jurisdiction where the character of the assets and properties owned, leased, or operated by it or the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification or license necessary, other than in such jurisdictions except where the failure to be so qualified or licensedlicensed or to be in good standing, (A) would not reasonably be expected to have, individually or in the aggregate, has not had and a Company Material Adverse Effect or (B) would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parentprevent, prior to execution of this Agreement, true and complete copies materially impede or materially delay the consummation of the Amended Transactions on a timely basis and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsevent on or before the End Date.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standingincorporation or organization, with all requisite entity power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease and operate its assets and properties and to carry on its business as now being conducted, other than, in the case of the Company Company’s Subsidiaries, where the failure to be so organizedorganized or to have such power, existing authority or in good standing, individually or in the aggregate, standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole (a “Company Material Adverse Effect”). Each of the Company and its Subsidiaries is duly authorized, qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets and properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of its Organizational Documents and the Organizational Documents of each Subsidiary of the Company that constitutes a “significant subsidiary” of the Company as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the entry into this Agreement, each as amended prior to the execution of this Agreement and each Organizational Document, as made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither effect, and neither the Company nor any Company Subsidiary of its Subsidiaries is in violation in any material respect of any provision of the provisions of such documentsOrganizational Documents.

Organization, Standing and Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the Company and each laws of the Company’s Subsidiaries (State of Georgia and Tennessee, respectively, and has the “Company Subsidiaries”) requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary of Parent is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized and has the requisite corporate (in the case of good standinga Subsidiary that is a corporation) or other power and authority to carry on its business as now being conducted, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standingstanding or to have such power or authority would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company "Material Adverse Effect" (as defined in this Section 2.1) on Parent. Each Except as set forth on Schedule 2.1, Parent and each of its Subsidiaries are duly qualified to do business, and are in good standing, in each jurisdiction where the Company and character of their properties owned or held under lease or the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”)nature of their activities makes such qualification necessary, except where the failure to have such power or authority or to possess the Company Permitsbe so qualified would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on Parent. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true (a) "Material Adverse Change" or "Material Adverse Effect" means, when used with respect to Parent or the Company, as the case may be, any change or effect that is materially adverse to the business, prospects, assets, liabilities, results of operation or financial condition of Parent and complete copies its Subsidiaries, taken as a whole, or the Company and its Subsidiaries, taken as a whole, as the case may be, and (b) "Subsidiary" means any corporation, partnership, joint venture or other legal entity of which Parent or the Company, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the Amended and Restated Articles stock or other equity interests the holders of Incorporation which are generally entitled to vote for the election of the Company in effect as board of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision directors or other governing body of such documentscorporation, partnership, joint venture or other legal entity.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite full corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (conducted, other than such franchises, licenses, permits, authorizations and approvals the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitslack of which, individually or in the aggregate, has have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each For purposes of this Agreement, “Material Adverse Effect” means a material adverse effect on (i) the business, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole, (ii) the ability of the Company to perform its obligations under this Agreement, (iii) the ability of the Company to consummate the Acquisition and the other transactions contemplated hereby or (iv) the ability of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or finance their operations on terms consistent with past practices in the aggregate, has not had capital markets through access to the asset-backed securitization markets and would not reasonably be expected to have a Company Material Adverse Effectthird party warehouse capacity. The Company has made available to Parent, prior to execution of this Agreement, the Acquirer true and complete copies of the Amended and Restated Articles articles of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company ArticlesCharter”), ) and the Amended and Restated Regulations bylaws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company RegulationsBylaws”). Each The Company has made available to the Acquirer a true, complete and correct list of all of the Company Articles and the Company Regulations were duly adopted and is in full force and effect Subsidiaries as of the date of this Agreement. Neither Except for the Company nor Subsidiaries, the Company does not own beneficially or of record, directly or indirectly, more than 5.0% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture. The Company owns, directly or indirectly through wholly-owned Company Subsidiaries, all of its interests in each Company Subsidiary is in violation in any material respect free and clear of any provision of such documentsand all Liens (as defined in Section 2.05).

Organization, Standing and Power. Each (a) Section 3.1 of the Company Disclosure Letter contains a complete and accurate list of the name and jurisdiction of organization of the Company and each of its Subsidiaries (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s Subsidiaries percentage ownership of any Acquired Company that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. Each Acquired Company (the “Company Subsidiaries”i) is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized of its organization, (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries ii) has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as now being conducted and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries iii) is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its business or the ownership, leasing or operation or leasing of its properties and assets makes such qualification or licensing necessary, other than in except for any such jurisdictions where the failure to be so qualified or licensedfailures that, individually or in the aggregate, has have not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect. . (b) The Company has made available to ParentParent in the Data Room true, prior to execution of this Agreement, true correct and complete copies of (i) the Amended certificate of incorporation, articles of incorporation, bylaws and Restated Articles other charter or comparable organizational documents of Incorporation each of the Company in effect as of the date of this AgreementAcquired Companies, together with including all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesConstituent Documents”), ) and (ii) the Amended minutes and Restated Regulations other records of the Company in effect as meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the date equity holders of this Agreement, together with all amendments thereto in effect as each of the date Acquired Companies, the board of this Agreement directors or board of managers of each of the Acquired Companies and all committees of the board of directors or board of managers of each of the Acquired Companies, in each case since January 1, 2012, except for such portions of the minutes of the boards of directors of the Acquired Companies that relate to the consideration by such directors of the transactions contemplated hereby (including the “Company Regulations”Merger). Each of the The Company Articles and the Company Regulations were duly adopted and is Constituent Documents are in full force and effect as on the date hereof. The Company has no Subsidiaries, except for the entities identified in Section 3.1 of the date Company Disclosure Letter. None of this Agreement. Neither the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsDisclosure Letter.

Organization, Standing and Power. (a) Each of the Company SpinCo and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate partnership, corporate, limited liability company or similar other applicable entity power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, a SpinCo Material Adverse Effect. (b) Each of SpinCo 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 have, individually or in the aggregate, a Company SpinCo Material Adverse Effect. (c) Prior to the Conversion, all of the issued and outstanding limited liability company membership interests of SpinCo are held by Post as SpinCo’s sole member. Following the Conversion and immediately following the consummation of the Merger, (i) the authorized capital stock of SpinCo shall consist of 500,000,000 shares of common stock, par value $0.01 per share and (ii) the number of issued and outstanding shares of SpinCo Common Stock shall equal (A) the number of such shares to be distributed to Post shareholders in the Distribution plus (B) the number of shares of Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time which converted into and become the right to receive SpinCo Common Stock pursuant to Section 4.1(a)(i). All outstanding equity interests of SpinCo have been duly authorized, validly issued and are fully paid and nonassessable and were not issued in violation of any subscription, preemptive or other rights, agreements or commitments of any kind or any Law, Contract or the organizational documents of SpinCo and, upon the Conversion, all outstanding shares of SpinCo Common Stock shall have been duly authorized, validly issued and be fully paid and nonassessable and shall not have been issued in violation of any options, warrants, calls, puts, convertible securities, exchangeable securities or subscription, preemptive or other rights, agreements or commitments of any kind, Law, Contract or the organizational documents of SpinCo. Except as set forth in this Section 6.1(c), there are no shares of capital stock, voting securities or equity interests of SpinCo issued and outstanding or any options, warrants, calls, puts, convertible securities, exchangeable securities or subscription, preemptive or other rights, agreements or commitments of any kind or character providing for the issuance of any shares of capital stock, voting securities or equity interests of SpinCo, including any representing the right to purchase or otherwise receive any shares of common stock or preferred stock of SpinCo. There are no capital appreciation rights, phantom stock plans or securities with participation rights or features or similar obligations and commitments with respect to SpinCo. There are no outstanding obligations of SpinCo to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants, calls, puts, convertible securities, exchangeable securities or subscription, preemptive or other rights, agreements or commitments of any kind or character to acquire any shares of capital stock, voting securities or equity interests) of SpinCo. There are no restrictions upon the voting or transfer of any shares of SpinCo Common Stock pursuant to any of SpinCo’s organizational documents or any Contract to which SpinCo or any of its Subsidiaries is a party. (d) SpinCo has caused Merger Sub to be organized as a corporation under the Laws of the State of Delaware. The Company authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are duly authorized, validly issued and fully paid and nonassessable, were not issued in violation of any preemptive or subscription rights, Law, Contract or other organizational documents of Merger Sub and are owned by SpinCo free and clear of any Liens. Except as set forth in this Section 6.1(d), there are no shares of capital stock, voting securities or equity interests of Merger Sub 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, including any representing the right to purchase or otherwise receive any capital stock of Merger Sub. There are no capital appreciation rights, phantom stock plans or securities with participation rights or features, or similar obligations and commitments with respect to Merger Sub. There are no outstanding obligations of Merger Sub 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). There are no restrictions upon the voting or transfer of any Merger Sub equity interests pursuant to the organizational documents of Merger Sub or any Contract to which SpinCo or any of its Subsidiaries is a party. (e) Merger Sub has made available all necessary corporate power and authority to Parentexecute and deliver this Agreement and each of the other Transaction Agreements to which it is a party and, prior subject to execution obtaining the consent of its sole stockholder, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Merger Sub of this AgreementAgreement and each of the other Transaction Agreements to which it is a party, true and the consummation by Merger Sub of the Transactions, have been duly authorized and approved by its Boards of Directors, and except for obtaining the consent of its sole stockholder for the adoption of this Agreement and each of the other Transaction Agreements to which it is a party, no other corporate action on the part of Merger Sub is necessary to authorize the execution, delivery and performance by Merger Sub of this Agreement and each of the other Transaction Agreements to which it is a party, and the consummation by Merger Sub of the Transactions. This Agreement and each of the other Transaction Agreements to which it is a party has been duly executed and delivered by Merger Sub and, assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with their terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general equitable principles. (f) SpinCo has delivered to BellRing correct and complete copies of its formation, limited liability company agreement and other governing documents (the “SpinCo Charter Documents”) and correct and complete copies of the Amended certificates of incorporation, bylaws and Restated Articles stockholders’ or governance agreements (or comparable organizational documents) of Incorporation each of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement its Subsidiaries (the “Company ArticlesSpinCo Subsidiary Charter Documents”), and the Amended and Restated Regulations of the Company in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither the Company All such SpinCo Charter Documents and SpinCo Subsidiary Charter Documents are in full force and effect and neither SpinCo nor any Company Subsidiary of its Subsidiaries is in violation of any of their respective provisions. (g) Each of SpinCo and Merger Sub was formed solely for the purpose of effecting the Merger (and, in the case of SpinCo, the Separation) and has not engaged in any material business or other activities or conducted any operations other than in connection with the Transactions. Other than Merger Sub, prior to giving effect to the contribution described in Section 1.1(a), there are no Subsidiaries of SpinCo. Other than with respect to (i) SpinCo as of any provision the Merger Effective Time (whose sole assets at such time will consist of cash, the Post Owned BellRing Share, the Post Owned BellRing LLC Units and the BellRing LLC Loan) and (ii) Merger Sub (whose sole assets will consist of nominal assets related to its formation), each of such documentsPersons has no, and at all times prior to the Merger Effective Time shall have no, assets. (h) Neither SpinCo nor Merger Sub has any Liabilities other than, after giving effect to the transactions contemplated by Section 8.13, (i) the SpinCo Debt in an amount not to exceed the SpinCo Total Debt Amount and (ii) Liabilities for fees and expenses incurred in connection with this Agreement that are the responsibility of SpinCo pursuant to the terms hereof. There are no issued or outstanding bonds, debentures, notes or other indebtedness of SpinCo or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), upon the happening of a certain event or otherwise, on any matters on which the equity holders of SpinCo or any of its Subsidiaries may vote.

Organization, Standing and Power. Each of the The Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the state of its incorporation or organization, has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and is duly qualified to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case character of the Company Subsidiariesproperties it owns, where operates or leases or the failure nature of its activities makes such qualification necessary, except for such failures to be so organized, existing qualified or in good standing, individually or in the aggregate, has not had and that would not reasonably be expected to have or result in a Company Material Adverse Effect. Each For purposes of this Agreement, the term “Company Material Adverse Effect” means any material adverse change, event, circumstance or development with respect to, or material adverse effect on, the business, assets, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that none of the Company Subsidiaries following shall constitute, or shall be considered in determining whether there has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to ownoccurred, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each : (a) any change, event, circumstance, development or effect arising out of or resulting from actions contemplated by the parties in connection with this Agreement or the pendency or announcement of the Company and transactions contemplated by this Agreement, including actions of competitors, customers or suppliers or losses of employees; (b) any action taken at the Company Subsidiaries is duly qualified request of or licensed to do business with the consent of the Buyer; (c) changes in each jurisdiction where the nature of its business pharmaceutical or the ownership, operation or leasing of its properties and assets makes such qualification necessarybiotechnology industries, other than any such changes that have a disproportionate impact on the Company; (d) changes in such jurisdictions where general economic or political conditions or the failure to be so qualified financing or licensed, individually or capital markets in general in the aggregateUnited States or any country or region in the world, has not had and would not reasonably be expected to or changes in currency exchange rates, other than any such changes that have a Company Material Adverse Effect. The Company has made available to Parentdisproportionate impact on the Company; (e) any earthquakes, prior to execution hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in the United States or any other country or region in the world, sabotage, terrorism, military action or war (whether or not declared); or (f) the continued incurrence of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of losses by the Company or any of its Subsidiaries at a rate and in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsan amount consistent past losses.

Organization, Standing and Power. Each of the Company Sun and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Sun Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Sun Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sun Material Adverse Effect. Each of the Company Sun and the Company Sun Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Sun Permits”), except where the failure to have such power or authority or to possess the Company Sun Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sun Material Adverse Effect. Each of the Company Sun and the Company Sun Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sun Material Adverse Effect. The Company Xxx has delivered or made available to ParentTrident, prior to execution of this Agreement, a true and complete copies copy of the Amended articles of association of Sun (the “Sun Articles”) and Restated Articles the memorandum of Incorporation association of the Company Sun, in each case in effect as of the date of Sun countersigns this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Such Sun Articles and the Company Regulations were duly adopted and is memorandum of association of Sun are in full force and effect as and Sun is not, and has not been, in violation of any of the date provisions of this Agreementits Sun Articles. Neither Sun is not a “breaching company” as such term is defined under the Company nor any Company Israeli Companies Law, and no Sun Subsidiary which is in violation in any material respect incorporated under the Laws of any provision Israel, is a “breaching company” as such term is defined under the Israeli Companies Law to the extent that such status of such documentsa Sun Subsidiary would not reasonably be expected to have a Sun Material Adverse Effect.

Organization, Standing and Power. (a) Each of the Company Parent and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a legal entity duly incorporated, formed or organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is organized (in the case incorporated, formed or organized, as applicable, and has all requisite corporate, limited liability company, partnership or other applicable entity power and authority necessary to own or lease all of good standingits properties and assets and to carry on its business as it is now being conducted, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organizedincorporated, formed or organized or existing or in good standing, individually standing or in the aggregate, have such power or authority has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, 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 a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company . (c) All of the outstanding shares of capital stock, limited liability company interests, partnership interests 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 each such entity (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 liability company or limited partnership, 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 Parent, prior to execution the Partnership correct and complete copies of this Agreement, true its Organizational Documents and correct and complete copies of the Amended and Restated Articles Organizational Documents of Incorporation each of the Company its material Subsidiaries, in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither the Company nor any Company Subsidiary All such Organizational Documents are in full force and effect, and Parent and each of its material Subsidiaries is not in violation of any of their provisions in any material respect of any provision of such documentsrespect.

Organization, Standing and Power. Each of the The Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of any indirect Subsidiary of the Company, where such failure to be in good standing may be remedied by making customary public filings and paying related fees that, in any event, are immaterial in amount) under the Laws of its jurisdiction of organization, and has the requisite corporate, limited liability company or other organizational, as applicable, power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted. The Company has delivered, made available or offered for inspection to Parent a true, complete and correct copy of the articles of incorporation (including any certificate of designations), by-laws or like organizational documents, each as amended to date (collectively, the “Charter Documents”), of the Company and each of its Subsidiaries. The Company has made available to Parent true, correct and complete copies of the minutes (or in the case of draft minutes, the most recent drafts thereof) of all meetings and all actions by written consent of the shareholders of the Company, the Company Board and each committee of the Company Board held since February 1, 2009; provided, that in each case, the Company shall have the right to redact from the minutes all discussions regarding, and other references to, the exploration of strategic alternatives, including negotiations with Parent and Merger Sub related to the transactions contemplated by this Agreement or any other Person regarding a similar transaction. The Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and is in good standing in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature or conduct of its business makes such qualification or license necessary, except where the failure to be so organized, existing 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 a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each , and all such jurisdictions (other than jurisdictions of incorporation or organization) are set forth on Section 4.01(a) of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsDisclosure Letter.

Organization, Standing and Power. (a) Each of the Company Acquired Companies and each of the Company’s their respective Subsidiaries (the “Company Subsidiaries”i) is an entity duly incorporated or organized, validly existing and in good standing under the Laws laws of its respective jurisdiction of incorporation or organization as set forth in Section 3.1(a) of the jurisdiction in which it is organized Disclosure Schedule, (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries ii) has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, license and operate or otherwise hold its properties and assets and to conduct carry on its businesses business as presently conducted now being conducted, and (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries iii) is duly qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction where in which the character of the properties and assets it owns, operates, leases or subleases or the nature of its business or the ownership, operation or leasing of its properties and assets activities makes such qualification or licensing necessary, other than in such except for those jurisdictions where the failure to be so qualified or licensedqualified, individually licensed or in the aggregate, has not had and good standing would not reasonably be expected to have a an Acquired Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies . (b) Each of the Amended Acquired Companies and Restated Articles each of Incorporation their respective Subsidiaries has delivered or Made Available to Purchaser: (i) a complete and accurate copy of the Company in effect its articles of organization, operating agreement, certificate of incorporation, bylaws and any similar governing documents, each as of the amended to date of this Agreement(together, together with all amendments thereto in effect as of the date of this Agreement (the “Acquired Company ArticlesOrganizational Documents”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and each such instrument is in full force and effect as and no other organizational documents are applicable to or binding upon such Acquired Company or such Subsidiary of an Acquired Company; and (ii) complete and accurate copies of the resolutions and records of proceedings of all meetings of, and actions taken by, the holders of Equity Interests, the manager, the board of directors, the board of managers and any other similar governing person or body of each of the Acquired Companies in the last three (3) years. Section 3.1(b) of the Disclosure Schedule sets forth a complete and accurate list of all Acquired Company Organizational Documents. Since the date that the Acquired Company Organizational Documents and such resolutions and records of this Agreementsuch proceedings were delivered or Made Available to Purchaser, there have been no changes, amendments, alterations or additions to such documents. Neither None of the Company Acquired Companies nor any Company Subsidiary of their respective Subsidiaries is in violation in any material respect of any provision of such documentsthe provisions of its respective Acquired Company Organizational Documents. (c) Section 3.1(c) of the Disclosure Schedule sets forth a complete and accurate list of the jurisdiction(s) in which each of the Acquired Companies and their Subsidiaries is qualified to do business as a foreign corporation.

Organization, Standing and Power. Each of the Company (a) ETP Managing GP and ETP and each of the Company’s their respective Subsidiaries (the “Company Subsidiaries”) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate partnership, corporate, limited liability company or similar other applicable power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on ETP (an “ETP Material Adverse Effect. Each ”). (b) ETP Managing GP and ETP and each of the Company and the Company their respective Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business conducted by it or the ownership, operation character or leasing location of its the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an ETP Material Adverse Effect. (c) Except as set forth on Section 3.1(c) of the ETP 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 ETP that are owned directly or indirectly by ETP have been duly authorized and validly issued and are fully paid and nonassessable 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”). The Company All of the interests and shares of capital stock of each material Subsidiary (other than the ETP Joint Ventures) are owned directly or indirectly by ETP. (d) ETP has made available to ParentETE correct and complete copies of its certificate of limited partnership and the ETP Partnership Agreement (the “ETP Charter Documents”), prior to execution of this Agreement, true and correct and complete copies of the Amended and Restated Articles comparable organizational documents of Incorporation each of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement its material Subsidiaries (the “Company ArticlesETP Subsidiary Documents”)) and of ETP GP and ETP Managing GP, and the Amended and Restated Regulations of the Company in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither the Company nor any Company Subsidiary The ETP Charter Documents are in full force and effect and ETP is not in violation in any material respect of any provision of such documentstheir provisions.

Organization, Standing and Power. Each of the Company DigitalGlobe and each of the Company’s Subsidiaries of DigitalGlobe (the “Company DigitalGlobe Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company DigitalGlobe Material Adverse Effect. Each of the Company DigitalGlobe and the Company DigitalGlobe Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders, registrations, clearances and approvals (collectively, “Permits”) necessary to enable it to own, leaseoperate, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company DigitalGlobe Permits”), except where the failure to have such power or authority or to possess the Company DigitalGlobe Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company DigitalGlobe Material Adverse Effect. Each of the Company DigitalGlobe and the Company DigitalGlobe Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company DigitalGlobe Material Adverse Effect. The Company DigitalGlobe has delivered or made available to ParentGeoEye, prior to execution of this Agreement, (a) true and complete copies of the Amended and Restated Articles Certificate of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto DigitalGlobe in effect as of the date of this Agreement (the “Company ArticlesDigitalGlobe Charter”), ) and the Amended and Restated Regulations By-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto DigitalGlobe in effect as of the date of this Agreement (the “Company RegulationsDigitalGlobe By-laws”). Each , (b) the Certificate of the Company Articles Incorporation and the Company Regulations were duly adopted and is By-laws of Merger Sub in full force and effect as of the date of this Agreement. Neither , and (c) the Certificate of Formation and Limited Liability Company nor any Company Subsidiary is Agreement of Merger Sub 2 in violation in any material respect effect as of any provision the date of such documentsthis Agreement.

Organization, Standing and Power. (a) Each of the Company Parent and each of the Company’s Subsidiaries (the “Company Subsidiaries”) First Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and Second Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation. Each of Parent, First Merger Sub and Second Merger Sub (x) has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (y) is duly qualified or licensed to do business and is in good standing in each jurisdiction in which it is organized (the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of good standing, to the extent such jurisdiction recognizes such conceptclause (2), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing qualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each For purposes of the Company and the Company Subsidiaries has all requisite corporate this Agreement, “Parent Material Adverse Effect” means any event, change, circumstance, occurrence, effect or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate state of facts that (A) is or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have be materially adverse to the business, assets, liabilities, financial condition, or results of operations of Parent and its Subsidiaries, taken as a Company whole, or (B) materially impairs the ability of Parent or Merger Subs to consummate the Merger or any of the other transactions contemplated by this Agreement; provided, however, that in the case of clause (A) only, Parent Material Adverse Effect. Each Effect shall not include any event, change, circumstance, occurrence, effect or state of facts to the extent resulting from (1) changes or conditions generally affecting the industries in which the Parent and its Subsidiaries operate, or the economy or the financial, debt, banking, capital, credit or securities markets, in the United States, including effects on such industries, economy or markets resulting from any regulatory and political conditions or developments in general, (2) the outbreak or escalation of war or acts of terrorism or any natural disasters, acts of God or comparable events, epidemic, pandemic or disease outbreak (including the COVID-19 virus) or any worsening of the Company and the Company Subsidiaries is duly qualified foregoing, or licensed to do business any declaration of martial law, quarantine or similar directive, policy or guidance or Law or other action by any Governmental Entity in each jurisdiction where the nature of its business response thereto, (3) changes in Law or GAAP, or the ownershipinterpretation or enforcement thereof, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where (4) the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution public announcement of this Agreement, true and complete copies or (5) any specific action taken (or omitted to be taken) by the Parent at or with the express written consent of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this AgreementCompany; provided, together that, with all amendments thereto in effect as of the date of this Agreement respect to clauses (the “Company Articles”1), (2) and (3), the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision impact of such documentsevent, change, circumstance, occurrence, effect or state of facts is not disproportionately adverse to Parent and its Subsidiaries, taken as a whole, as compared to other participants in the industries in which Parent and its Subsidiaries operate.

Organization, Standing and Power. (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted except where the failure to have such corporate power or authority would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized of its organization and has requisite corporate, partnership or limited liability company (in as the case of good standingmay be) power and authority to own, lease and operate its properties and assets and to the extent such jurisdiction recognizes such concept)carry on its business as presently conducted, except, in the case of the Company Subsidiaries, except where the failure to be so organized, validly existing or in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, has not had a Company Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the nature of its activities makes such qualification necessary, except for such failures to be so qualified or to be in good standing as would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has previously made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended and Restated Articles articles or certificates of Incorporation incorporation, certificates of formation, charter, bylaws, limited liability company agreements, certificates of partnership, bylaws, partnership agreement or other similar organizational documents (“Organizational Documents”), as applicable, of the Company and its Significant Subsidiaries, in each case as in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”)hereof. Each of the Company Articles and the Company Regulations were duly adopted and is The Company’s Organizational Documents are in full force and effect as and the Company is not in violation of any of its Organizational Documents. All issued and outstanding shares of capital stock of, or other equity interests in the Company OP and any Significant Subsidiary of the date of this Agreement. Neither Company are wholly owned, directly or indirectly, by the Company nor any free and clear of all Liens (other than limitations on transfer and other restrictions imposed by federal or state securities Laws), and all shares of capital stock of, or other equity interests in, each such Subsidiary of the Company have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (ii) Section 3.1(a)(ii) of the Company Disclosure Letter sets forth a true, correct and complete list of each Subsidiary of the Company, together with the jurisdiction of organization or incorporation, as the case may be, of each such Subsidiary, and the status of such Subsidiary for U.S. federal income tax purposes as a REIT, a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code, a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code, a partnership, or an entity that is disregarded as an entity separate from its owner under Treasury Regulations Section 301.7701-3. The Organizational Documents of all Significant Subsidiaries of the Company are in full force and effect and the Significant Subsidiaries of the Company are not in violation of any of their respective Organizational Documents in any material respect respect. (iii) All issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company (other than the Company OP and any provision Significant Subsidiary of the Company, which are addressed in clause (i) above) are wholly owned, directly or indirectly, by the Company free and clear of all Liens (other than limitations on transfer and other restrictions imposed by federal or state securities Laws), and all shares of capital stock of, or other equity interests in, each such documentsSubsidiary of the Company have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.

Organization, Standing and Power. Each of the (i) The Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing (to the extent the applicable jurisdiction recognizes the concept of good standing for the Company) under the Laws laws of the State of Texas and has requisite real estate investment trust power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except for such failures to have such power and authority that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Each Subsidiary of the Company is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is organized of its organization and has requisite corporate, partnership or limited liability company (in as the case of good standingmay be) power and authority to own, lease and operate its properties and assets and to the extent such jurisdiction recognizes such concept)carry on its business as presently conducted, except, in the case of the Company Subsidiaries, except where the failure to be so organized, validly existing or in good standing (with respect to jurisdictions that recognize the concept of good standing), or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, has not had a Material Adverse Effect on the Company. The Company and each of its Subsidiaries is duly qualified as a foreign corporation or other entity to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction where the ownership, leasing or operation of its properties or assets or the nature of its activities makes such qualification necessary, except for such failures to be so qualified as would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, a Material Adverse Effect on the Company. The Company has prior to the date of this Agreement made available to Parent true and complete copies of the articles of incorporation, certificates of formation, bylaws, limited liability company agreements, certificates of partnership, partnership agreement or other organizational documents (“Organizational Documents”), as applicable, of the Company and its Significant Subsidiaries, in each case as in effect as of the date hereof. The Company is not had in default or violation in any material respect of any term, condition or provision of the Company’s Organizational Documents. (ii) Section 3.1(a)(ii) of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company, together with the jurisdiction of organization or incorporation, as the case may be, of each such Subsidiary and, to the extent any Subsidiary of the Company is not wholly owned directly or indirectly by the Company, the ownership interests that the Company directly or indirectly holds in such Subsidiary. Except as would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has a Material Adverse Effect on the Company, to the knowledge of the Company, none of the Subsidiaries of the Company is in default or violation of any term, condition or provision of the Organizational Documents of any of such Subsidiaries. (iii) Section 3.1(a)(iii) of the Company Disclosure Letter sets forth a true and complete list of the ownership interests of the Company or any Subsidiaries of the Company in any joint venture, partnership, strategic alliance or similar arrangement with a third party (in each case to the extent not had and a Subsidiary of the Company) (each, a “Company Joint Venture”). Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available Effect on the Company, to Parent, prior to execution of this Agreement, true and complete copies the knowledge of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this AgreementCompany, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither neither the Company nor any Company Subsidiary of its Subsidiaries is in default or violation of any term, condition or provision of the Organizational Documents of any of the Company Joint Ventures. Other than the Subsidiaries of the Company set forth in Section 3.1(a)(ii) of the Company Disclosure Letter and the Company Joint Ventures set forth in Section 3.1(a)(iii) of the Company Disclosure Letter, neither the Company nor any Subsidiary of the Company owns any equity or other voting interest in any material respect other Person (except for publicly traded securities held for investment that do not exceed 5% of the outstanding securities of any provision Person). (iv) Section 3.1(a)(iv) of such documentsthe Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company that is a REIT, a “qualified REIT subsidiary” within in the meaning of Section 856(i)(2) of the Code (a “QRS”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (a “TRS”). (v) All issued and outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company that are owned by the Company or any of its Subsidiaries are owned, directly or indirectly, by the Company free and clear of all Liens other than Permitted Liens and transfer restrictions imposed by any applicable Law or the Organizational Documents of any Subsidiary.

Organization, Standing and Power. Each of the (a) The Company and each of the Company’s Subsidiaries its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing (in those jurisdictions where such concept is recognized) under the Laws laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all material governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted. Schedule 3.01(a) lists each Company Subsidiary and its jurisdiction of organization. The Company and each Company Subsidiary is duly qualified and in good standing (in those jurisdictions where such concept is recognized) to do business in each jurisdiction in which the case conduct or nature of good standingits business or the ownership, to the extent leasing or holding of its properties make such jurisdiction recognizes qualification necessary, except such concept), except, in the case of the Company Subsidiaries, jurisdictions where the failure to be so organized, existing qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each A true and complete list of the jurisdictions in which the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be are so qualified or licensed, individually or is set forth in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Schedule 3.01(a). (b) The Company has made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended memorandum of association and Restated Articles articles of Incorporation association of the Company Company, as in effect as of the date of this Agreement, together with all amendments thereto in effect as of on the date of this Agreement (as so amended, the “Company ArticlesCharter”), and the Amended charter and Restated Regulations organizational documents of the each Company Subsidiary, in each case as in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of on the date of this Agreement. Neither The minute books of the Company nor any and each Company Subsidiary is for the period commencing from January 1, 2009, and all the share certificate and transfer books of the Company and each Company Subsidiary, all of which have been made available to Parent before the date hereof, are true and complete in violation all material respects. At the Closing, all such books will be in any material respect the possession of any provision of such documentsthe Company or the applicable Company Subsidiary.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended amended and Restated Articles restated certificate of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesCharter”), ) and the Amended and Restated Regulations by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company RegulationsBy-laws”). Each The Company has not taken any action in breach or violation of any of the provisions of the Company Articles and Charter or the Company Regulations were duly adopted By-laws, and is in full force and effect as of the date of this Agreement. Neither the Company nor any no Company Subsidiary is in breach or violation in any material respect of any provision of such the provisions of its respective certificates of incorporation, by-laws or comparable governing documents, except, in the case of a Company Subsidiary, for breaches or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Organization, Standing and Power. Each of the The Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the The Company and the each Company Subsidiaries Subsidiary has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the The Company and the each Company Subsidiaries Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, prior to execution of this Agreement, a true and complete copies copy of the Amended and Restated Articles Certificate of Incorporation of the Company in effect as of the date of this AgreementCompany, together with all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesCertificate of Incorporation”), ) and the Amended amended and Restated Regulations restated by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as . Such Company Certificate of the date of this Agreement (the “Company Regulations”). Each of the Company Articles Incorporation and the Company Regulations were duly adopted and is by-laws are in full force and effect as and the Company is not, and has not been, in violation of any of the date provisions of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect Certificate of any provision of Incorporation or such documentsby-laws.

Organization, Standing and Power. Each of the Company (a) WES GP and WES and each of the Company’s their respective Subsidiaries (the “Company Subsidiaries”) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate partnership, corporate, limited liability company or similar other applicable power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on WES (a “WES Material Adverse Effect. Each ”). (b) XXX GP and WES and each of the Company and the Company their respective Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business conducted by it or the ownership, operation character or leasing location of its the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company WES Material Adverse Effect. (c) Except as set forth on Schedule 3.1(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 WES that are owned directly or indirectly by WES have been duly authorized and validly issued and are fully paid and nonassessable 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”). The Company All of the interests and shares of capital stock of each material Subsidiary (other than the WES Joint Ventures) are owned directly or indirectly by WES. (d) WES has made available to ParentWGP correct and complete copies of its certificate of limited partnership and the WES Partnership Agreement (the “WES Charter Documents”), prior to execution of this Agreement, true and correct and complete copies of the Amended and Restated Articles comparable organizational documents of Incorporation each of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement its material Subsidiaries (the “Company ArticlesWES Subsidiary Documents”)) and of WES GP, and the Amended and Restated Regulations of the Company in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither the Company The WES Charter Documents are in full force and effect and neither WES GP nor any Company Subsidiary WES is in violation in any material respect of any provision of such documentstheir provisions. The WES Subsidiary Documents are in full force and effect and the material Subsidiaries of WES are not in violation of any of their provisions.

Organization, Standing and Power. Each (i) Parent is a corporation duly organized, validly existing and in good standing under the laws of the Company State of Maryland. Parent has the requisite corporate power and each authority to own, lease and operate its properties and assets and to carry on its business as presently conducted except where the failure to have such corporate power or authority would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the Company’s Subsidiaries (the “Company Subsidiaries”) State of Delaware and has requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each Subsidiary of Parent is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized of its organization and has requisite corporate, partnership or limited liability company (in as the case of good standingmay be) power and authority to own, lease and operate its properties and assets and to the extent such jurisdiction recognizes such concept)carry on its business as presently conducted, except, in the case of the Company Subsidiaries, except where the failure to be so organized, validly existing or in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, has not had a Parent Material Adverse Effect. Parent and each of its Subsidiaries is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the nature of its activities makes such qualification necessary, except for such failures to be so qualified or to be in good standing as would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, Parent has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has previously made available to Parent, prior to execution of this Agreement, the Company true and complete copies of the Amended Organizational Documents, as applicable, of Parent, Merger Sub and Restated Articles of Incorporation of the Company its Significant Subsidiaries, in each case as in effect as of the date hereof. Parent’s Organizational Documents are in full force and effect, and Parent is not in violation of this Agreementany of its Organizational Documents. Merger Sub’s Organizational Documents are in full force and effect, and Merger Sub is not in violation of any of its Organizational Documents. All issued and outstanding shares of capital stock of, or other equity interests in the Parent OP and any Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens (other than limitations on transfer and other restrictions imposed by federal or state securities Laws), and all shares of capital stock of, or other equity interests in, each such Subsidiary of Parent have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights (other than in the case of the Parent OP, preemptive rights of the Parent OP GP). (ii) Section 3.2(a)(ii) of the Parent Disclosure Letter sets forth a true, correct and complete list of each Subsidiary of Parent, together with all amendments thereto in effect the jurisdiction of organization or incorporation, as the case may be, of the date of this Agreement (the “Company Articles”)each such Subsidiary, and the Amended and Restated Regulations status of such Subsidiary for U.S. federal income tax purposes as a REIT, a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Company in effect as Code, a “taxable REIT subsidiary” within the meaning of Section 856(l) of the date Code, a partnership, or an entity that is disregarded as an entity separate from its owner under Treasury Regulations Section 301.7701-3. The Organizational Documents of this Agreement, together with all amendments thereto in effect as Significant Subsidiaries of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is Parent are in full force and effect as and the Significant Subsidiaries of the date of this Agreement. Neither the Company nor any Company Subsidiary is Parent are not in violation of any of their respective Organizational Documents in any material respect respect. (iii) All issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of Parent (other than the Parent OP and any provision Significant Subsidiary of Parent, which are addressed in clause (i) above) are wholly owned, directly or indirectly, by Parent free and clear of all Liens (other than limitations on transfer and other restrictions imposed by federal or state securities Laws), and all shares of capital stock of, or other equity interests in, each such documentsSubsidiary of Parent have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (iv) Parent (directly or indirectly) owns beneficially and of record all of the outstanding limited liability company interests in Merger Sub and is the sole member and managing member of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Merger and the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

Organization, Standing and Power. Each of the Company Parent and each of the CompanyParent’s Subsidiaries (the “Company Parent Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Parent Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Parent Permits”), except where the failure to have such power or authority or to possess the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has delivered or made available to Parentthe Company, prior to execution of this Agreement, true and complete copies of (a) the Amended amended and Restated Articles restated articles of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company Parent Articles”), ) and the Amended and Restated Regulations by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company RegulationsParent By-laws”). Each ) and (b) the constituent documents of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsMerger Sub.

Organization, Standing and Power. (a) Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which it is organized (the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of good standing, to the extent such jurisdiction recognizes such conceptclauses (ii) or (iii), except, in the case of the Company Subsidiaries, where the failure to have such power and authority or to be so organized, existing qualified or licensed or in good standing, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect on the Company. For purposes of this Agreement, “Material Adverse Effect. Each ” means with respect to any Person, any event, change, circumstance, occurrence, effect or state of the Company and the Company Subsidiaries has all requisite corporate facts that (A) is or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have be materially adverse to the business, assets, liabilities, condition (financial or otherwise) or results of operations of such Person and its Subsidiaries, taken as a Company Material Adverse Effect. Each whole, or (B) materially impairs the ability of such Person to consummate, or prevents or materially delays, the Merger or any of the Company and the Company Subsidiaries is duly qualified other transactions contemplated by this Agreement or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have do so; provided, however, that in the case of clause (A) only, Material Adverse Effect shall not include any event, change, circumstance, occurrence, effect or state of facts to the extent caused by or resulting from one or more of (1) changes or conditions generally affecting the industries in which such Person (or its Subsidiaries) operates or the economy or the financial or securities markets or markets or regulatory conditions generally in the United States or any other jurisdiction in which such Person (or its Subsidiaries) operates, including interest rates or currency exchange rates, or changes therein, and including effects on such industries, economy or markets resulting from any regulatory and political conditions or developments in general, (2) changes in global or national political conditions, including the outbreak or escalation of war or acts of terrorism, (3) changes (or proposed changes) in Law or GAAP (or local equivalents in the applicable jurisdiction), (4) earthquakes, hurricanes, tsunamis, typhoons, lightning, hail storms, blizzards, tornadoes, droughts, floods, cyclones, arctic frosts, mudslides, wildfires and other natural disasters, weather conditions or acts of God, (5) the failure to meet any revenue, earnings or other projections, forecasts or predictions (provided that this exception shall not prevent or otherwise affect a Company determination that any events, changes, circumstances, occurrences, effects or states of facts underlying a failure described in this clause (5) has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Material Adverse Effect. The Company has made available to Parent), prior to execution (6) the announcement or pendency of this Agreement, true and complete copies the Merger or any of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of other transactions contemplated by this Agreement, together or (7) any action or non-action expressly required to be taken or not taken, as the case may be, by the parties to this Agreement; provided, that, with all amendments thereto in effect as of the date of this Agreement respect to clauses (the “Company Articles”1), (2), (3) and (4), the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision impact of such documentsevent, change, circumstance, occurrence, effect or state of facts is not disproportionately adverse to such Person and its Subsidiaries, taken as a whole, relative to other participants in their industry.

Organization, Standing and Power. (a) Each of the Company Potlatch and each of the CompanyPotlatch’s Subsidiaries (the “Company Potlatch Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Potlatch Material Adverse Effect. Each of the Company Potlatch and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries each Potlatch Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Potlatch Material Adverse Effect. The Company Potlatch has made available to ParentDeltic, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles (i) certificate of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Potlatch in effect as of the date of this Agreement (the “Company ArticlesPotlatch Charter”), ) and the Amended and Restated Regulations bylaws of the Company in effect as of the date of this Agreement, together with all amendments thereto Potlatch in effect as of the date of this Agreement (the “Company RegulationsPotlatch By-laws”). Each ) and (ii) the certificate of formation of Merger Sub in effect as of the Company Articles date of this Agreement and the Company Regulations were duly adopted and is limited liability company agreement of Merger Sub, in full force and each case in effect as of the date of this Agreement. Neither . (b) Potlatch has not exempted any “Person” from the Company nor any Company Subsidiary is “Aggregate Stock Ownership Limit”, as such terms are defined in violation in any material respect of any provision of such documentsthe Potlatch Charter.

Organization, Standing and Power. (a) Each of the Company WGP GP, WGP and each of the Company’s Merger Sub and their respective Subsidiaries (the “Company Subsidiaries”) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate partnership, corporate, limited liability company or similar other applicable power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on WGP (a “WGP Material Adverse Effect. ”). (b) Each of the Company WGP, WGP GP, and the Company Merger Sub and their respective Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business conducted by it or the ownership, operation character or leasing location of its the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company WGP 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 WGP that are owned directly or indirectly by WGP have been duly authorized and validly issued and are fully paid and nonassessable and are owned free and clear of all Liens. The Company All of the interests and shares of capital stock of each material Subsidiary are owned directly or indirectly by WGP. (d) WGP has made available to Parent, prior to execution WES correct and complete copies of this Agreement, true its certificate of limited partnership and the WGP Partnership Agreement (the “WGP Charter Documents”) and correct and complete copies of the Amended and Restated Articles comparable organizational documents of Incorporation each of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement its material Subsidiaries (the “Company ArticlesWGP Subsidiary Documents”), and the Amended and Restated Regulations of the Company in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither the Company The WGP Charter Documents are in full force and effect and neither WGP GP nor any Company Subsidiary WGP is in violation in any material respect of any provision of such documentstheir provisions. The WGP Subsidiary Documents are in full force and effect and the material Subsidiaries of WGP are not in violation of any of their provisions.

Organization, Standing and Power. Each of the Public Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed on Section 4.1 of the Public Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case character of the Company Subsidiariesrespective properties each owns, where operates or leases or the failure nature of its activities makes such qualification necessary, except for such failures to be so organized, existing qualified or in good standing, individually or in the aggregate, has that have not had had, and would are not reasonably be expected likely to have have, a Public Company Material Adverse Effect. Each For purposes of this Agreement, the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the term “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Public Company Material Adverse Effect. Each ” means any material adverse change, effect, event, circumstance or development that is materially adverse to or has a material adverse effect on (i) the business, assets, liabilities, capitalization, financial condition, or results of operations of Public Company or Merger Sub and their Subsidiaries, taken as a whole, or (ii) the ability of Public Company or Merger Sub to consummate the Merger or any of the Company and the Company Subsidiaries is duly qualified other transactions contemplated by this Agreement or licensed to do business in each jurisdiction where the nature perform any of its business their respective covenants or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of obligations under this Agreement; provided, true and complete copies however, that none of the Amended and Restated Articles of Incorporation of following, to the Company in effect as of extent arising after the date of this Agreement, together with all amendments thereto either alone or in effect as combination, shall be deemed to be a Public Company Material Adverse Effect, and none of the date of this Agreement following shall be taken into account in determining whether there has been or will be a Public Company Material Adverse Effect: any change or event caused by or resulting from (A) changes in prevailing economic or market conditions in the “United States or any other jurisdiction in which such entities have substantial business operations (except to the extent those changes have a disproportionate effect on Public Company Articles”or Merger Sub and their respective Subsidiaries relative to the other participants in the industry or industries in which Public Company, Merger Sub and their respective Subsidiaries operate), (B) changes or events affecting the industry or industries in which Public Company and its Subsidiaries operate generally (except to the Amended extent those changes or events have a disproportionate effect on Public Company and Restated Regulations its Subsidiaries relative to the other participants in the industry or industries in which Public Company, Merger Sub and their respective Subsidiaries operate), (C) changes in generally accepted accounting principles or requirements (except to the extent those changes have a disproportionate effect on Public Company, Merger Sub and their respective Subsidiaries relative to the other participants in the industry or industries in which Public Company and its Subsidiaries operate), (D) changes in laws, rules or regulations of general applicability or interpretations thereof by any Governmental Entity (except to the extent those changes have a disproportionate effect on Public Company, Merger Sub and their respective Subsidiaries relative to the other participants in the industry or industries in which Public Company and its Subsidiaries operate), (E) any natural disaster or any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located or any governmental response to any of the foregoing (except to the extent those changes or events have a disproportionate effect on Public Company, Merger Sub and their respective Subsidiaries relative to the other participants in the industry or industries in which Public Company and its Subsidiaries operate), (F) a change in effect as the public trading price of Public Company Common Stock or the implications thereof, (G) a change in the trading volume of Public Company Common Stock, (H) any failure by Public Company to meet any public estimates or expectations of Public Company’s revenue, earnings or other financial performance or results of operations for any period, or (I) any failure by Public Company to meet any guidance, budgets, plans or forecasts of its revenues, earnings, or other financial performance or results of operations (but not, in the case of Clauses (F) through (I), the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition), (J) any failure to receive consents or approvals in connection with the agreements listed on Section 4.4(b) of the date of Public Company Disclosure Schedule or (K) the transactions contemplated by this Agreement, together with all amendments thereto including the Merger, or the announcement or pendency thereof. For the avoidance of doubt, the Parties agree that the terms “material,” “materially” and “materiality” as used in effect as of the date of this Agreement (with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the “meanings ascribed to Public Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is Material Adverse Effect or Merger Partner Material Adverse Effect, in full force and effect each case as of the date of defined in this Agreement. Neither the Public Company nor any Company Subsidiary has made available to Merger Partner complete and accurate copies of its certificate of incorporation and bylaws and is not in material default under or in material violation in any material respect of any provision of any such documents.

Organization, Standing and Power. (a) Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction in which it is organized of its organization, (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries ii) has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets and to conduct carry on its businesses business as presently now being conducted and (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation or leasing of its properties and assets makes such qualification or licensing necessary, other than in except, with respect to clause (i) as it relates to Subsidiaries, and clauses (ii) and (iii), for any such jurisdictions where the failure failures to have such power and authority or to be so qualified or licensedlicensed or in good standing as, individually or in the aggregate, has not had do not, and would not reasonably be expected to to, have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true and complete copies “Material Adverse Effect” means any event, change, occurrence or effect that has a material adverse effect on (A) the business, assets, liabilities, capitalization, financial condition or results of the Amended and Restated Articles of Incorporation operations of the Company in effect and its Subsidiaries, taken as a whole or (B) the ability of the date Company to perform its obligations under this Agreement or consummate the Merger or any of this Agreementthe other transactions contemplated hereby, together with all amendments thereto other than, in effect as the case of the foregoing clause (A), any change, effect, event or occurrence arising after the date of this Agreement to the extent resulting from (1) changes in general economic, financial market, business or geopolitical conditions, (2) general changes or developments in any of the industries in which the Company or its Subsidiaries operate, (3) natural disasters or calamities, (4) changes in any applicable Laws or applicable accounting regulations or principles or interpretations thereof, (5) any change in the price or trading volume of the Company’s stock, in and of itself (provided, that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of “Material Adverse Effect” shall not be excluded in determining the occurrence of a Material Adverse Effect), (6) any failure by the Company Articles”to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (provided, that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining the occurrence of a Material Adverse Effect), (7) any outbreak or escalation of armed hostilities, any acts of war or terrorism, (8) other than for purposes of any representation or warranty contained in Section 3.4, the announcement or pendency of this Agreement and the transactions contemplated hereby, including (x) any resulting loss or departure of officers or other employees of the Company or any of its Subsidiaries, or (y) any resulting termination of, reduction in or similar negative impact on the Company’s or any of its Subsidiaries’ relationships, contractual or otherwise, with any customers, suppliers, distributors or business partners, (9) any litigation brought by or on behalf of any current or former Company stockholder (in its capacity as such) arising from allegations of any breach of fiduciary duty relating to this Agreement or the Merger or violation of securities Law related to the Proxy Statement or any other document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the Merger, (10) any action taken by the Company, or which the Company causes to be taken by any of its Subsidiaries, in each case which is expressly required by this Agreement (excluding Section 5.1(a)), and (11) any actions taken (or omitted to be taken) by the Amended and Restated Regulations Company or any of its Subsidiaries with the prior written consent or at the express written request of Parent; provided, that any change, effect, event or occurrence otherwise excluded by any of the foregoing clauses (1), (2), (3), (4) or (7) shall be taken into account in determining the occurrence of a Material Adverse Effect to the extent disproportionately impacting the Company and its Subsidiaries, taken as whole, relative to other Persons operating in effect the industries or markets in which the Company and its Subsidiaries operate. For the avoidance of doubt, the parties agree that the terms “material,” “materially” and “materiality” as of the date of this Agreement, together with all amendments thereto used in effect as of the date of this Agreement (with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsmeaning ascribed to Material Adverse Effect.

Organization, Standing and Power. Each of the Company Qwest and each of the CompanyQwest’s Subsidiaries (the “Company Qwest Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Qwest Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Qwest Material Adverse Effect. Each of the Company Qwest and the Company Qwest Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Qwest Permits”), except where the failure to have such power or authority or to possess the Company Qwest Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Qwest Material Adverse Effect. Each of the Company Qwest and the Company Qwest Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Qwest Material Adverse Effect. The Company Qwest has delivered or made available to ParentCenturyLink, prior to execution of this Agreement, true and complete copies of the Amended amended and Restated Articles restated certificate of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Qwest in effect as of the date of this Agreement (the “Company ArticlesQwest Charter”), ) and the Amended and Restated Regulations by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto Qwest in effect as of the date of this Agreement (the “Company RegulationsQwest By-laws”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. (a) Each of the Company JPE, JPE GP and each of the Company’s their respective Subsidiaries (the “Company Subsidiaries”) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate partnership, corporate, limited liability company or similar other applicable power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on JPE (a “JPE Material Adverse Effect. ”) . (b) Each of the Company JPE, JPE GP and the Company their respective Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business conducted by it or the ownership, operation character or leasing location of its the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company JPE 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 JPE that are owned directly or indirectly by JPE have been duly authorized and validly issued and are fully paid and nonassessable 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”). The Company All such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by JPE. (d) JPE has made available to ParentAMID correct and complete copies of its certificate of limited partnership and the JPE Partnership Agreement (the “JPE Charter Documents”), prior to execution of this Agreement, true and correct and complete copies of the Amended and Restated Articles comparable organizational documents of Incorporation each of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement its material Subsidiaries (the “Company ArticlesJPE Subsidiary Documents”), and the Amended and Restated Regulations of the Company in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither the Company nor any Company Subsidiary All such JPE Charter Documents are in full force and effect and JPE is not in violation in any material respect of any provision of such documentstheir provisions.

Organization, Standing and Power. Each of the Parent, Company Merger Sub and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Blocker Merger Sub is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case its state of good standingincorporation or formation, to the extent such jurisdiction recognizes such concept)as applicable, except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as now being conducted, and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or be so qualified or licensedin good standing would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent, Company Merger Sub and Blocker Merger Sub each has heretofore made available to the Company complete and correct copies of its certificate of incorporation or certificate of formation, as applicable, and bylaws or limited liability company agreement, as applicable, each as amended to date, and each such document is (x) in full force and effect and (y) has not had and been amended in any respect from the copy made available to Parent. “Parent Material Adverse Effect” means any occurrence, condition, change, event or effect that prevents or materially delays or impairs the ability of Parent, Company Merger Sub or Blocker Merger Sub to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall any of the following constitute a Parent Material Adverse Effect: (A) any occurrence, condition, change, event or effect resulting from or relating to changes in general economic, regulatory or political conditions or conditions in the United States or worldwide capital markets; (B) any occurrence, condition, change, event or effect resulting from or relating to fluctuations in the value of currencies to the extent that such change does not have, or would not reasonably be expected to have have, a disproportionate impact on Parent, Company Merger Sub and Blocker Merger Sub as compared to other industry participants; (C) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including natural disasters and acts of terrorism; (D) any occurrence, condition, change, event or effect resulting from the announcement or pendency of the transactions contemplated by this Agreement, (provided that, this clause (D) shall not be applicable with respect to Parent’s representations and warranties in Section 3.4(c)(ii) and to the extent related thereto, the condition in Section 6.3(a)); (E) any change in the trading prices or trading volume of the equity securities of Parent (but not any change or effect underlying such change in prices, volume or credit rating to the extent such change or effect would otherwise constitute a Parent Material Adverse Effect. The Company has made available to ); (F) any change in accounting requirements or principles imposed upon Parent, prior to execution of this Agreementits Subsidiaries or their respective businesses or any change in law, true and complete copies of or the Amended and Restated Articles of Incorporation of interpretation thereof; (G) any occurrence, condition, change, event or effect resulting from actions taken by the Company in effect as or any of its Affiliates; and (H) compliance by Parent, Blocker Merger Sub or Company Merger Sub with the date of this Agreement, together with all amendments thereto in effect as of the date terms of this Agreement (the “Company Articles”), and the Amended and Restated Regulations or any written request of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsCompany.

Organization, Standing and Power. Each HDI is a corporation duly organized and validly existing under the laws of the Company state of Colorado, has all requisite corporate power and each of the Company’s Subsidiaries (the “Company Subsidiaries”) corporate authority to own, lease and operate its properties and to carry on its businesses as now being conducted, and is duly organized, validly existing qualified and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the which a failure to be so qualified qualify would have a material adverse effect on the Business Condition (as hereinafter defined) of HDI. As used in this Agreement, "BUSINESS CONDITION" with respect to any entity shall mean the business, financial condition, results of operations, assets or licensedprospects (as defined below) (without giving effect to the Mergers) of such entity or entities including Subsidiaries taken as a whole. HDI has no Subsidiaries. In this Agreement, individually a "SUBSIDIARY" of any corporation or other entity means a corporation, partnership, limited liability company or other entity of which such corporation or entity directly or indirectly owns or controls voting securities or other interests which are sufficient to elect a majority of the Board of Directors or other managers of such corporation, partnership, limited liability company or other entity and "PROSPECTS" shall mean events, conditions, facts or developments which are known to HDI and which in the aggregate, has not had and would not reasonably be reasonable course of events are expected to have a Company Material Adverse Effectmaterial effect on future operations of the business as presently conducted by HDI. The Company References to HDI shall include all Subsidiaries of HDI, except the LLC, unless the context specifically indicates otherwise. HDI has made available delivered to Parent, prior to execution of this Agreement, true OnHealth complete and complete correct copies of the Amended articles, bylaws, and/or other primary charter and Restated Articles organizational documents ("HDI CHARTER DOCUMENTS") of Incorporation HDI, in each case, as amended to the date hereof. The minute books and stock records of HDI contain correct and complete records of all material proceedings and actions taken at all meetings of, or effected by written consent of, the shareholder of HDI and its Board of Directors, and all original issuances and subsequent transfers, repurchases, and cancellations of HDI's capital stock. The HDI Disclosure Schedule contains a complete and correct list of the Company in effect as officers and directors of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsHDI.

Organization, Standing and Power. (a) Each of the Company it and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a company or other legal entity duly organized, organized and validly existing and in good standing (or the equivalent concept to the extent applicable) under the Laws of the its jurisdiction of incorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business in each jurisdiction in which it is organized (in the case nature of good standingits business or the ownership or leasing of its properties makes such qualification necessary, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standing, individually or in the aggregate, qualified has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each . (b) In the case of the Company Company, the copies of its memorandum of association and bye-laws incorporated by reference in its Form 10-K for the year ended December 31, 2011, are true and complete copies, are in full force and effect and have not been amended or otherwise modified (except as they may be or have been amended or otherwise modified under the Bye-Law Amendment. Neither it nor any of its Subsidiaries is in breach of any provision of its memorandum of association or bye-laws or other equivalent organizational documents. (c) In the case of Parent, the copies of its articles of incorporation and by-laws incorporated by reference in its Form 10-K for the year ended December 31, 2011, are true and complete copies, are in full force and effect and have not been amended or otherwise modified. Neither it nor any of its Subsidiaries (including Merger Sub) is in breach of any provision of its articles of incorporation or by-laws or other equivalent organizational documents. (d) Parent and the Merger Sub represent and warrant to the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, that: (i) true and complete copies of the Amended memorandum of association and Restated Articles of Incorporation bye-laws of the Merger Sub have been made available to the Company in effect as of before the date execution of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is are in full force and effect as and have not been amended or otherwise modified, (ii) the Merger Sub was formed by Parent solely for the purpose of effecting the Merger and the other transactions contemplated by this Agreement and (iii) the Merger Sub has not conducted any business before the date hereof and has no, and immediately before the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation or as necessary to carry out its obligations under this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. (a) Each of the Company Parent, BATUS and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept). Each of Parent, exceptBATUS and Sub has all requisite corporate power and authority and has obtained all Permits necessary to enable it to own, in operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such Permits the case lack of the Company Subsidiaries, where the failure to be so organized, existing or in good standingwhich, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent, BATUS and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is Sub are duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes such qualification or license necessary, other than jurisdictions in such jurisdictions where which the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has made available to Parent, prior to execution of this Agreement, the Company true and complete copies of the Amended organizational documents of Parent, BATUS and Restated Articles of Incorporation of the Company Sub, in effect each case as of amended through the date of this Agreement. (b) Each subsidiary of Parent (each, together with all amendments thereto a “Parent Subsidiary”) other than BATUS and Sub (i) is duly organized, validly existing and in effect as good standing under the laws of the date jurisdiction in which it is organized (in the case of this Agreement (good standing, to the “Company Articles”extent such jurisdiction recognizes such concept), (ii) has all requisite corporate power and authority and has obtained all Permits necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted and (iii) is duly qualified or licensed to do business in each jurisdiction where the Amended nature of its business or the ownership or leasing of its properties makes such qualification or license necessary, except for such variances from the matters set forth in any of clauses (i), (ii) or (iii) as, individually or in the aggregate, have not had and Restated Regulations would not reasonably be expected to have a Parent Material Adverse Effect. (c) All of the Company in effect as issued and outstanding shares of the date capital stock of this AgreementBATUS have been validly issued, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles are fully paid and the Company Regulations were duly adopted nonassessable and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsare owned by Parent or one or more other Parent Subsidiaries.

Organization, Standing and Power. Each of the Company Parent and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and and, where such concept is recognized, in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standingincorporation or organization, with all requisite entity power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease and operate its assets and properties and to carry on its business as now being conducted, other than, in the case of the Company Parent’s Subsidiaries, where the failure to be so organizedorganized or to have such power, existing authority or in good standingstanding would not reasonably be expected to (a) have, individually or in the aggregate, has not had a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (a “Parent Material Adverse Effect”) or (b) prevent, materially delay or materially impair the ability of Parent to consummate the Transactions. Each of Parent and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets or its properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitsi) have, individually or in the aggregate, a Parent Material Adverse Effect or (ii) prevent, materially delay or materially impair the ability of Parent to consummate the Transactions. Parent has not had heretofore made available to the Company complete and correct copies of its Organizational Documents and the Organizational Documents of each of US Holdings, Merger Sub 1 and Merger Sub 2, each as amended prior to the execution of this Agreement, and each such Organizational Document as made available to Parent is in full force and effect. None of Parent, any of such Subsidiaries and any Significant Subsidiary of Parent is in violation of any of the provisions of such Organizational Documents in any material respect, and no other Subsidiary of Parent is in violation of its Organizational Documents, except in the case of this clause for such violations that would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. (a) Each of the Company ETE GP, ETE and each of the Company’s Merger Sub and their respective Subsidiaries (the “Company Subsidiaries”) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate partnership, corporate, limited liability company or similar other applicable power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on ETE (an “ETE Material Adverse Effect. ”). (b) Each of the Company ETE, ETE GP, and the Company Merger Sub and their respective Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business conducted by it or the ownership, operation character or leasing location of its the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an ETE 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 ETE that are owned directly or indirectly by ETE have been duly authorized and validly issued and are fully paid and nonassessable and are owned free and clear of all Liens, except for Liens pursuant to (x) the Senior Secured Term Loan Agreement dated February 2, 2017 among ETE, Credit Suisse AG, as administrative agent, and the lenders party thereto, (y) the Credit Agreement dated March 24, 2017 (the “ETE Existing Credit Facility”) among ETE, Credit Suisse AG, as administrative agent, and the lenders party thereto and (z) the existing 7.500% Senior Notes due 2020, 5.87% Senior Notes due 2024, 5.500% Senior Notes due 2027 and 4.25% Senior Notes due 2023 (collectively, the “Existing ETE Indebtedness”). The Company All of the interests and shares of capital stock of each material Subsidiary are owned directly or indirectly by ETE. (d) ETE has made available to Parent, prior to execution ETP correct and complete copies of this Agreement, true its certificate of limited partnership and the ETE Partnership Agreement (the “ETE Charter Documents”) and correct and complete copies of the Amended and Restated Articles comparable organizational documents of Incorporation each of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement its material Subsidiaries (the “Company ArticlesETE Subsidiary Documents”), and the Amended and Restated Regulations of the Company in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither the Company nor any Company Subsidiary The ETE Charter Documents are in full force and effect and ETE is not in violation in any material respect of any provision of such documentstheir provisions.

Organization, Standing and Power. Each of the Company (a) Parent is a limited partnership duly organized and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of Delaware and has the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold carry on its properties and assets and to conduct its businesses business as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effectnow being conducted. Each of the Company and the Company Subsidiaries Parent is duly qualified or licensed to do business as a foreign limited partnership and is in good standing in each jurisdiction where in which the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available material adverse effect on the ability of Parent to Parent, prior to execution of consummate the transactions contemplated by this Agreement, true . Parent has delivered to Seller complete and complete correct copies of the Amended and Restated Articles of Incorporation of the Company in effect its organizational documents as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended or supplemented to the date of this Agreement. Neither Attached hereto as Exhibit A is a complete and correct copy of the Company nor any Company Subsidiary Partnership Agreement. The Partnership Agreement has not been amended subsequent to the date hereof, except for such amendments as are permitted under Section 4.3(c) of the Merger Agreement. (b) Buyer Operating Partnership is a limited partnership duly organized and validly existing under the Laws of Delaware and has the requisite power and authority to carry on its business as now being conducted. Buyer Operating Partnership is duly qualified or licensed to do business as a foreign limited partnership and is in violation good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualifications or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not have a material adverse effect on the ability of Buyer Operating Partnership to consummate the transactions contemplated by this Agreement. Buyer Operating Partnership has delivered to Seller complete and correct copies of its organizational documents as amended or supplemented to the date of this Agreement. (c) Parent and Buyer Operating Partnership are newly formed and, except for activities incident to the acquisition of Seller Partnership, neither Parent nor Buyer Operating Partnership has (i) engaged in any material respect business activities of any provision type or kind whatsoever or (ii) acquired any property of such documentsany type or kind whatsoever.

Organization, Standing and Power. Each of Parent and Sub is a -------------------------------- corporation duly organized, validly existing and in good standing under the Company and each laws of the Company’s Subsidiaries State of Delaware and has the requisite corporate power and authority to carry on its business as now being conducted and to enter into and perform this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby. Each Subsidiary (the “Company Subsidiaries”as hereinafter defined) of Parent (other than Sub) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in and has the case of good standingrequisite corporate or other power and authority to carry on its business as now being conducted, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standingstanding or to have such power or authority would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect (as hereinafter defined) on Parent. Each of Parent and its Subsidiaries is duly qualified to do business, and is in good standing, in each jurisdiction where the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold character of its properties and assets and to conduct owned or held under lease or the nature of its businesses as presently conducted (the “Company Permits”)activities makes such qualification necessary, except where the failure to have such power or authority or to possess the Company Permitsbe so qualified would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on Parent. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true (a) each of "Material Adverse Change" or "Material Adverse ----------------------- ---------------- Effect" means, when used with respect to Parent, Sub or the Company, as the case ------ may be, any change or effect that is materially adverse to the business, assets, liabilities, results of operation or condition (financial or otherwise) of Parent and complete copies its Subsidiaries, taken as a whole, or the Company, as the case may be, excluding, in either case, any changes, circumstances or effects resulting from or related to changes or developments in the economy, financial markets or regulatory or political climate generally, any changes in conditions or developments generally applicable to the industries in which Parent and Subsidiaries of Parent or the Company, as the case may be, are involved, any changes or developments related to the general relationship of Parent and Subsidiaries of Parent or the Company, as the case may be, with the U.S. Food and Drug Administration ("FDA") or the U.S. Drug Enforcement Administration --- ("DEA") and in the case of the Amended and Restated Articles of Incorporation Company, any change or development relating to --- MorphiDex(R) or any other of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.Company's products under

Organization, Standing and Power. Each of the Company Parent and each of the Company’s Subsidiaries its subsidiaries (the “Company Parent Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which State of Delaware and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it is organized (in to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the case lack of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standingwhich, individually or in the aggregate, has not had and would not reasonably be expected to have a Company material adverse effect on the general affairs, prospects, management, financial position, stockholder’s equity or results of operations of the Parent and the Parent Subsidiaries, taken as a whole, a material adverse effect on the ability of the Parent to perform its obligations under this Agreement or on the ability of the Parent to consummate the Transactions (a “Parent Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries The Parent is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions necessary and except where the failure to be so qualified or licensed, individually or in the aggregate, has not had and qualify would not reasonably be expected to have a Company Parent Material Adverse Effect. The Parent has delivered to the Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles certificate of Incorporation incorporation of the Company in effect Parent, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company ArticlesParent Charter”), and the Amended and Restated Regulations bylaws of the Company in effect Parent, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company RegulationsParent Bylaws”). Each of the Company Articles , and the Company Regulations were duly adopted comparable charter, organizational documents and is other constituent instruments of each Parent Subsidiary, in full force and effect each case as of amended through the date of this Agreement. Neither As of the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsClosing Date, the Parent has no Subsidiaries.

Organization, Standing and Power. (a) Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction in which it is organized of its organization, (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries ii) has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as now being conducted and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation or leasing of its properties and assets makes such qualification or licensing necessary, other than except for any such failures to be so organized, existing and in good standing, to have such jurisdictions where the failure power and authority or to be so qualified or licensedlicensed or in good standing as would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true and complete copies “Material Adverse Effect” means any event, change, circumstance, occurrence or effect that would have a material adverse effect (A) on the assets (taken as a whole), business, financial condition or results of the Amended and Restated Articles of Incorporation operations of the Company and its Subsidiaries, taken as a whole, other than any event, change, circumstance, occurrence or effect arising out of, attributable to or resulting from, alone or in effect as combination, (1) changes in general economic, financial market, business or geopolitical conditions, (2) general changes or developments in any of the date industries in which the Company or its Subsidiaries operate, (3) natural disasters or calamities, (4) any actions required by this Agreement to be taken by the Company or its Subsidiaries to obtain any approval or authorization under any Antitrust Law for the consummation of the Offer or the Merger or the other transactions contemplated hereby, (5) changes in any applicable Laws or applicable accounting regulations or principles or interpretations thereof, (6) any change in the price or trading volume of the Company’s stock, in and of itself (provided, that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect), (7) any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (provided, that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect), (8) any outbreak or escalation of hostilities, any acts of war or terrorism or any other national or international calamity, crisis or emergency, (9) the announcement or pendency of this Agreement and the transactions contemplated hereby, including the initiation of litigation by any Person with respect to this Agreement, together and including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with all amendments thereto in effect as any customers, suppliers, distributors, partners or employees of the date Company and its Subsidiaries due to the announcement and performance of this Agreement (or the “Company Articles”), and the Amended and Restated Regulations identity of the Company in effect as of the date of parties to this Agreement, together with all amendments thereto in effect as of or the date performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein, (10) any action taken by the “Company Regulations”). Each of Company, or which the Company Articles causes to be taken by any of its Subsidiaries, in each case, which is required or expressly contemplated by this Agreement (provided that the exceptions in clause (9) and this clause (10) shall not apply to the representations and warranties in Section 4.4(a)(ii) or (iii) solely with respect to the absence of any conflict with, or violation of, any Law or any breach or violation of, or default under, any Contract) or (11) any actions taken (or omitted to be taken) at the request of Parent, provided, that, solely with respect to clauses (1), (2), (3), (5) and (8), the impact of such event, change, circumstance, occurrence or effect is not materially disproportionately adverse to the Company and its Subsidiaries, taken as a whole, as compared to other participants in the industries in which the Company and its Subsidiaries operate, which participants shall include, for the avoidance of doubt, the robotics or similar automation division of a Person also engaged in other businesses (provided that (x) in the case of clause (3), such disproportionality shall be considered only to the extent that the economic damages (including damages attributable to business interruption) suffered by the Company and its Subsidiaries as a result of such natural disaster or calamity are not covered in all material respects by insurance (including business interruption insurance), subject to applicable deductibles, and then only with respect to those economic damages that are not covered by insurance, and (y) in the case of clause (8), such disproportionality shall be considered only to the extent that the economic damages (including damages attributable to business interruption) suffered by the Company and its Subsidiaries as a result of such outbreak or escalation of hostilities, acts of war or terrorism or other national or international calamity, crisis or emergency are not covered in all material respects by insurance (including business interruption insurance), subject to applicable deductibles, and then only with respect to those economic damages that are not covered by insurance); or (B) that would prevent or delay beyond the Outside Date the Company’s ability to perform its obligations under this Agreement necessary to consummate the Offer and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsMerger.

Organization, Standing and Power. Each of the Company Parent and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, limited partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standingincorporation or organization, with all requisite entity power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease and operate its assets and properties and to carry on its business as now being conducted, other than, in the case of the Company Parent’s Subsidiaries, where the failure to be so organizedorganized or to have such power, existing authority or in good standing, individually or in the aggregate, standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (a “Parent Material Adverse Effect”). Each of Parent and its Subsidiaries is duly authorized, qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets and properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has heretofore made available to Parentthe Company complete and correct copies of its Organizational Documents and the Organizational Documents of each Subsidiary of Parent that constitutes a “significant subsidiary” of Parent as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the entry into this Agreement, each as amended prior to the execution of this AgreementAgreement and each Organizational Document, true and complete copies of as made available to the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this AgreementCompany, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company effect, and neither Parent nor any Company Subsidiary of its Subsidiaries is in violation in any material respect of any provision of the provisions of such documentsOrganizational Documents.

Organization, Standing and Power. Each of the (a) Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case State of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Delaware. Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted currently conducted. Company has made available to Parent true and complete copies of the certificate of incorporation and bylaws of Company as amended through, and in full force and effect as of, the date of this Agreement, and Company is not in violation of any provision of its certificate of incorporation or bylaws, other than such violations that, individually or in the aggregate, (i) have not been, or would not reasonably be expected to be, material to the “Company Permits”)Business, taken as a whole, or (ii) would not prevent or materially impair or delay Company’s ability to consummate the Transactions, including the Merger. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (or its equivalent status) under the Laws of the jurisdiction in which it is organized, except where the for any failure to have such power or authority or to possess the Company Permitsbe duly organized, validly existing and in good standing that, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its business as currently conducted, except for any failure to have such power and authority that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Company has made available to Parent true and complete copies of the certificate or articles of incorporation and bylaws or comparable organizational documents of each Company Subsidiary, in each case, as amended through, and in full force and effect as of, the date of this Agreement, and no Company Subsidiary is in violation of any provision of its certificate or articles of incorporation, bylaws or comparable organizational documents, other than such violations that, individually or in the aggregate, (A) have not been, or would not reasonably be expected to be, material to the Company Business, taken as a whole, or (B) would not prevent or materially impair or delay Company’s ability to consummate the transactions contemplated hereby, including the Merger. (c) Each of Company and the Company each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (or its equivalent status) in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes such qualification or good standing necessary, other than in such jurisdictions where the except for any failure to be so qualified or licensedin good standing that, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. (a) Each of the Company Partnership, the General Partner and each of the Company’s their respective Subsidiaries (the “Company Subsidiaries”) is a legal entity duly incorporated, formed or organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is organized (in the case incorporated, formed or organized, as applicable, and has all requisite corporate, limited liability company, partnership or other applicable entity power and authority necessary to own or lease all of good standingits properties and assets and to carry on its business as it is now being conducted, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organizedincorporated, formed or organized or existing or in good standing, individually standing or in the aggregate, to have such power or authority has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, a Material Adverse Effect on the Partnership (a “Partnership Material Adverse Effect”). (b) Each of 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 a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Partnership Material Adverse Effect. . (c) All of the outstanding shares of capital stock, limited liability company interests, partnership interests or other equity interests in, each material Subsidiary of the Partnership that are owned directly or indirectly by the Partnership have been duly authorized and validly issued in accordance with the Organizational Documents of each such entity (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 liability company or limited partnership, 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 voting or 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 or any other applicable securities Law) (collectively, “Liens”). (d) The Company Partnership has made available to Parent, prior to execution Parent correct and complete copies of this Agreement, true its Organizational Documents and correct and complete copies of the Amended and Restated Articles Organizational Documents of Incorporation each of the Company its material Subsidiaries, in effect each case as of amended to the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.this

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, prior to execution of this Agreement, a true and complete copies copy of the Amended and Restated Articles Certificate of Incorporation of the Company in effect as of the date of this AgreementCompany, together with all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesCertificate of Incorporation”), ) and the Amended amended and Restated Regulations restated by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as . Such Company Certificate of the date of this Agreement (the “Company Regulations”). Each of the Company Articles Incorporation and the Company Regulations were duly adopted and is by-laws are in full force and effect as and the Company is not, and has not been, in violation of any of the date provisions of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect Certificate of any provision of Incorporation or such documentsby-laws.

Organization, Standing and Power. (a) Each of the Company Parent, Parent GP, their Subsidiaries and each of the Company’s Subsidiaries (the “Company Subsidiaries”) MPC is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate partnership, corporate, limited liability company or similar other applicable power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on Parent (“Parent Material Adverse Effect. ”) or prevent or materially impair the consummation of the transactions contemplated hereby. (b) Each of the Company Parent, Parent GP and the Company their Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business conducted by it or the ownership, operation character or leasing location of its the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company 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 and are fully paid and nonassessable and are owned free and clear of all Liens. The Company Except for those owned by Affiliates of Parent, all such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by Parent. (d) Parent has made available to Parentthe Partnership correct and complete copies of its certificate of limited partnership and the Parent Partnership Agreement (the “Parent Charter Documents”), prior to execution of this Agreement, true correct and complete copies of the Amended certificates of limited partnership and Restated Articles partnership agreements (or comparable organizational documents) of Incorporation each of its material Subsidiaries (collectively, the Company in effect as “Parent Subsidiary Documents”) and the certificate of the date incorporation and bylaws of this Agreement, together with all amendments thereto in effect as of the date of this Agreement MPC (the “Company ArticlesMPC Charter Documents”), and the Amended and Restated Regulations of the Company in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither the Company nor any Company All such Parent Charter Documents, Parent Subsidiary Documents and MPC Charter Documents are in full force and effect and no Parent Entity is in violation in any material respect of any provision of such its respective organizational documents’ provisions.

Organization, Standing and Power. (a) Each of the Company Parent, Merger Sub and each of the Company’s Merger Sub I and their respective Subsidiaries (the “Company Subsidiaries”i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate, limited liability company or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which it is organized (the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except in the case of good standing, to the extent such jurisdiction recognizes such conceptclauses (ii) or (iii), except, in the case of the Company Subsidiaries, where the failure to have such power and authority or to be so organized, existing qualified or licensed or in good standing, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect. Each of Effect on Parent. (b) Parent has previously made available to the Company true and complete copies of (i) Parent’s certificate of incorporation and bylaws and (ii) Merger Sub’s and Merger Sub I’s certificate of formation and limited liability company agreement, in each case as amended to the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to owndate of this Agreement (collectively, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company PermitsParent Organizational Documents”), except where the failure to have such power or authority or to possess the Company Permitsand each as so delivered is in full force and effect. Neither Parent, individually or Merger Sub nor Merger Sub I is in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each violation of any applicable provisions of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectParent Organizational Documents. The Company Parent has made available to Parent, prior to execution of this Agreement, the Company true and complete copies of the Amended and Restated Articles minutes (or, in the case of Incorporation of draft minutes, the Company in effect most recent drafts thereof as of the date of this Agreement) of all meetings of Parent, together with all amendments thereto in effect Merger Sub and Merger Sub I’s stockholders and/or members, as applicable, the Parent Board and each committee of the date of this Agreement (the “Company Articles”)Parent Board held between January 1, 2011 and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as other than portions of the date of such minutes that discuss this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of transactions contemplated hereby, including the date of this Agreement. Neither the Company nor Merger, or any Company Subsidiary is in violation in current or prior alternatives thereto considered by Parent Board or any material respect of any provision of such documentscommittee.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and and, where such concept is recognized, in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standingincorporation or organization, with all requisite entity power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease and operate its assets and properties and to carry on its business as now being conducted, other than, in the case of the Company Company’s Subsidiaries, where the failure to be so organizedorganized or to have such power, existing authority or in good standingstanding would not reasonably be expected to (a) have, individually or in the aggregate, has not had a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole (a “Company Material Adverse Effect”), or (b) prevent, materially delay or materially impair the ability of the Company to consummate the Transactions. Each of the Company and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets or properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitsi) have, individually or in the aggregate, a Company Material Adverse Effect or (ii) prevent, materially delay or materially impair the ability of the Company to consummate the Transactions. The Company has not had heretofore made available to Parent complete and correct copies of its Organizational Documents and the Organizational Documents of each Significant Subsidiary of the Company, each as amended prior to the execution of this Agreement, and each such Organizational Document as made available to Parent is in full force and effect. Neither the Company nor any Significant Subsidiary of the Company is in violation of any of the provisions of its Organizational Documents in any material respect, and no other Subsidiary of the Company is in violation of any of the provisions of its Organizational Documents except for such violations as would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company (a) The General Partner and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Group Member is a legal entity duly incorporated, formed or organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate corporate, limited liability company, partnership or similar other applicable entity power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, a Material Adverse Effect on the Partnership Group, taken as a whole (a “Partnership Material Adverse Effect”). (b) Each of the Group Members 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 have, individually or in the aggregate, a Company Partnership Material Adverse Effect. . (c) Except as set forth on Section 4.1(c) of the Partnership Disclosure Schedule, all of the outstanding shares of capital stock, limited liability company interests, partnership interests or other equity interests in, each material Subsidiary of the Partnership that are owned directly or indirectly by the Partnership have been duly authorized and validly issued in accordance with the Organizational Documents of each such entity (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 liability company or limited partnership, to the extent required under the Organizational Documents of such entity) and nonassessable (to the extent such Group Member 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 voting or transfer restrictions as set forth in the Organizational Documents of such Group Member 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”). (d) The Company Partnership has made available to Parent, prior to execution Parent correct and complete copies of this Agreement, true its Organizational Documents and correct and complete copies of the Amended and Restated Articles Organizational Documents of Incorporation each of the Company its material Subsidiaries, in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither All such Organizational Documents are in full force and effect and the Company nor any Company Subsidiary Partnership and each of its material Subsidiaries is not in violation of any of their provisions in any material respect of any provision of such documentsrespect.

Organization, Standing and Power. (a) Each of the Company and each of the Company’s Parent, its Subsidiaries (the “Company Subsidiaries”including Merger Sub) is and Parent Manager is, as applicable, a corporation, partnership or limited liability company duly organized, validly existing and and, where relevant, in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standingincorporation or organization, with all requisite entity power and authority to own, lease and, to the extent such jurisdiction recognizes such concept)applicable, exceptoperate its properties and to carry on its business as now being conducted, other than, in the case of the Company Subsidiarieseach case, where the failure to be so organized, existing or validly existing, in good standingstanding or to have such power or authority would not reasonably be expected to (i) in the case of Parent and Merger Sub, have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse EffectEffect and (ii) in the case of Parent Manager, materially prevent the ability of Parent Manager to consummate the Transactions before the End Date. Each of the Company Parent, its Subsidiaries (including Merger Sub) and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries Parent Manager is duly qualified or licensed to do business and, where relevant, is in good standing in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to so qualify, be so qualified licensed or licensedin good standing would not reasonably be expected to (x) in the case of Parent and Merger Sub, have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse EffectEffect and (y) in the case of Parent Manager, materially prevent the ability of Parent Manager to consummate the Transactions before the End Date. The Company Parent and Merger Sub each has heretofore made available to the Company complete and correct copies of its Organizational Documents. (b) Schedule 5.1(b) of the Parent Disclosure Letter sets forth an accurate and complete list of each Subsidiary of Parent, prior to execution including a list of this Agreementeach Subsidiary that is a Qualified REIT Subsidiary, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreementa Taxable REIT Subsidiary or a subsidiary REIT, together with all amendments thereto (i) the U.S. federal income tax status of each Subsidiary, (ii) the jurisdiction of incorporation or organization, as the case may be, of such Subsidiary and (iii) the type and percentage of interest held, directly or indirectly, by Parent in effect as such Subsidiary. (c) Schedule 5.1(c) of the date Parent Disclosure Letter sets forth an accurate and complete list of this Agreement (Persons, other than the “Company Articles”)Subsidiaries of Parent, and in which the Amended and Restated Regulations Parent or any Subsidiary of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsParent has an equity interest.

Organization, Standing and Power. Each of the (a) The Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case State of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, Maryland and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite full corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold and operate its properties and assets and to conduct its businesses as presently conducted (the “conducted. The Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business and is in good standing (to the extent the concept is recognized by such jurisdiction) in each jurisdiction where the nature of its business or the its ownership, leasing or operation or leasing of its properties and assets makes such qualification or licensing necessary, other than in such jurisdictions except where the failure to be so qualified or licensedlicensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected likely to have a Company Material Adverse Effect. The Company is the sole member of, and owns 100% of the membership interests in, Company OP GP. (b) The Company OP is duly formed, validly existing and in good standing under the Laws of the State of Delaware and has full limited partnership power and authority to own, lease or otherwise hold and operate its properties and assets and to conduct its businesses as presently conducted. The Company OP is duly qualified or licensed to do business and is in good standing (to the extent the concept is recognized by such jurisdiction) in each jurisdiction where the nature of its business or its ownership, leasing or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, would not reasonably be likely to have a Company Material Adverse Effect. (c) Section 3.01(c) of the Company Disclosure Letter sets forth as of the date hereof a true and complete list of the Company Subsidiaries (including Company OP GP), together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary. Each Company Subsidiary (i) is duly organized, validly existing, in good standing (to the extent the concept is recognized by such jurisdiction) under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be) power and authority to conduct its business as now being conducted, and (iii) is duly qualified or licensed to do business and is in good standing (to the extent the concept is recognized by such jurisdiction) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as set forth on Section 3.01(d) of the Company Disclosure Letter, the Company has made available to Parent, prior to execution of this Agreement, true Parent (i) complete and complete correct copies of the Amended Company Article and Restated Articles of Incorporation Company Bylaws and (ii) complete and correct copies of the organizational documents or governing documents of each Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement Subsidiary. (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. e) Neither the Company nor any Company Subsidiary is in violation directly or indirectly owns any interest or investment (whether equity or debt) in any material respect of any provision of such documentsPerson (other than in the Company Subsidiaries and investments in short-term securities).

Organization, Standing and Power. Each of the Company CenturyLink and each of the CompanyCenturyLink’s Subsidiaries (the “Company CenturyLink Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company CenturyLink Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company CenturyLink Material Adverse Effect. Each of the Company CenturyLink and the Company CenturyLink Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company CenturyLink Permits”), except where the failure to have such power or authority or to possess the Company CenturyLink Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company CenturyLink Material Adverse Effect. Each of the Company CenturyLink and the Company CenturyLink Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company CenturyLink Material Adverse Effect. The Company CenturyLink has delivered or made available to ParentQwest, prior to execution of this Agreement, true and complete copies of (a) the Amended amended and Restated Articles restated articles of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto CenturyLink in effect as of the date of this Agreement (the “Company CenturyLink Articles”), ) and the Amended and Restated Regulations by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto CenturyLink in effect as of the date of this Agreement (the “Company RegulationsCenturyLink By-laws”). Each ) and (b) the constituent documents of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsMerger Sub.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”i) Parent is duly organized, validly existing and in good standing (to the extent the applicable jurisdiction recognizes the concept of good standing for the Company) under the Laws laws of the State of Maryland and has requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except for such failures to have such power and authority that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. Each Subsidiary of Parent is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is organized of its organization and has requisite corporate, partnership or limited liability company (in as the case of good standingmay be) power and authority to own, lease and operate its properties and assets and to the extent such jurisdiction recognizes such concept)carry on its business as presently conducted, except, in the case of the Company Subsidiaries, except where the failure to be so organized, validly existing or in good standing (with respect to jurisdictions that recognize the concept of good standing), or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, has not had a Material Adverse Effect on Parent. Parent and each of its Subsidiaries is duly qualified as a foreign corporation or other entity to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction where the ownership, leasing or operation of its properties or assets or the nature of its activities makes such qualification necessary, except for such failures to be so qualified as would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, a Material Adverse Effect on Parent. Parent has previously made available to the Company true and complete copies of the Organizational Documents of Parent and its Significant Subsidiaries, in each case as in effect as of the date hereof. The Company is not had and in default or violation in any material respect of any term, condition or provision of the Parent’s Organizational Documents. (ii) Except as would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has a Material Adverse Effect on Parent, to the knowledge of the Company, none of the Subsidiaries of Parent is in default or violation of any term, condition or provision of the Organizational Documents of any of such Subsidiaries. (iii) Section 3.2(a)(iii) of the Parent Disclosure Letter sets forth a true and complete list of the ownership interests of Parent or any Subsidiaries of Parent in any joint venture, partnership, strategic alliance or similar arrangement with a third party (in each case to the extent not had and a Subsidiary of Parent) (each, a “Parent Joint Venture”). Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Effect Parent, prior to execution the knowledge of this AgreementParent, neither Parent nor any of its Subsidiaries is in default or violation of any term, condition or provision of the Organizational Documents of any of the Parent Joint Ventures. Other than the Subsidiaries of the Company set forth in Section 3.2(a)(iii) of the Parent Disclosure Letter and the Parent Joint Ventures set forth in Section 3.2(a)(iii) of the Parent Disclosure Letter, neither Parent nor any Subsidiary of Parent owns any equity or other voting interest in any other Person (except for publicly traded securities held for investment that do not exceed 5% of the outstanding securities of any Person). (iv) Section 3.2(a)(iv) of the Parent Disclosure Letter sets forth a true and complete copies list of each Subsidiary of Parent that is a REIT, a QRS or a TRS. (v) All issued and outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of Parent that are owned by Parent or any of its Subsidiaries are owned, directly or indirectly, by Parent free and clear of all Liens other than Permitted Liens and transfer restrictions imposed by any applicable Law or the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect Organizational Documents of any provision of such documentsSubsidiary.

Organization, Standing and Power. (a) Each of the Company and each SplitCo, Merger Sub and, as of the CompanySplit-Off Effective Time, SplitCo’s other Subsidiaries is (the “Company Subsidiaries”a) is a corporation, limited liability company or other legal entity 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 organized (in of its organization with full corporate or other power, as the case of good standingmay be, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, use and operate or otherwise hold its properties and assets and to conduct its businesses business as presently conducted currently conducted, and (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is b) duly qualified or licensed to do business and, to the extent applicable, in each good standing in any other jurisdiction where in which the nature of its the business conducted by it or the ownershipproperty it owns, operation leases, uses or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure operates requires it to be so qualified qualified, licensed or licensedin good standing, individually except where the failures to be so qualified, licensed or in good standing have not had a SplitCo Material Adverse Effect. (b) As of the date hereof, Merger Sub is SplitCo’s only Subsidiary. Section 4.1(b) of the Liberty Disclosure Schedule lists all Subsidiaries of SplitCo together with (i) the jurisdiction of organization of each such Subsidiary and (ii) in the case of Subsidiaries that are not wholly owned by SplitCo, the percentage owned by SplitCo, or in the aggregatecase of an indirect Subsidiary, the percentage owned by a Subsidiary of SplitCo, in each case as of the Split-Off Effective Time. As of the Split-Off Effective Time, except as set forth in Section 4.1(b) of the Liberty Disclosure Schedule, (A) SplitCo does not have and has never had any direct or indirect Subsidiaries, (B) SplitCo does not had own, directly or indirectly, any capital stock, voting securities or equity interests in any Person (other than any ownership in a Person directly or indirectly through SiriusXM) and would not reasonably be expected (C) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of SplitCo have been duly authorized and validly issued and are fully paid and nonassessable and are owned directly or indirectly by SplitCo free and clear of all Liens. (c) SplitCo (i) has delivered to have a Company Material Adverse Effect. The Company has made available SiriusXM correct and complete copies of (1) the SplitCo Charter and the SplitCo Bylaws (the “SplitCo Charter Documents”), in each case, as amended to Parent, prior to execution the date of this AgreementAgreement and without giving effect to the Split-Off and (2) the certificate of formation and limited liability company operating agreement (collectively, true the “Merger Sub Organizational Documents”) and (ii) will deliver to SiriusXM correct and complete copies of the Amended certificates of incorporation, bylaws and Restated Articles stockholders’ or governance agreements (or comparable organizational documents) of Incorporation each of its other Subsidiaries as of the Company in effect as Split-Off Effective Time (the “SplitCo Subsidiary Documents”). As of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), SplitCo Charter Documents and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is Merger Sub Organizational Documents are in full force and effect and neither SplitCo nor Merger Sub, as of the date of this Agreement. Neither the Company nor any Company Subsidiary applicable, is in violation in any material respect of any provision of such documentstheir respective provisions. As of the Split-Off Effective Time, the SplitCo Public Charter Documents and all of the SplitCo Subsidiary Documents, as applicable, will be in full force and effect and none of SplitCo, Merger Sub or SplitCo’s other Subsidiaries will be in violation of any of their respective provisions.

Organization, Standing and Power. Each of the Company Valeant and each of the CompanyValeant’s Subsidiaries (the “Company Valeant Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Valeant Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Valeant Material Adverse Effect. Each of the Company Valeant and the Company Valeant Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, leaseoperate, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Valeant Permits”), except where the failure to have such power or authority or to possess the Company Valeant Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Valeant Material Adverse Effect. Each of the Company Valeant and the Company Valeant Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Valeant Material Adverse Effect. The Company Valeant has delivered or made available to ParentBiovail, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles Certificate of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Valeant in effect as of the date of this Agreement (the “Company ArticlesValeant Charter”), ) and the Amended and Restated Regulations By-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto Valeant in effect as of the date of this Agreement (the “Company RegulationsValeant By-laws”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each (a) Section 3.1 of the Company Disclosure Letter contains a complete and accurate list of the name and jurisdiction of organization of the Company and each of its Subsidiaries (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s Subsidiaries percentage ownership of any Acquired Company that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. Each Acquired Company (the “Company Subsidiaries”i) 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 organized of its organization, (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries ii) has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets and to conduct carry on its businesses business as presently now being conducted and (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries iii) is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its business or the ownership, leasing or operation or leasing of its properties and assets makes such qualification or licensing necessary, other than in except for any such jurisdictions where the failure to be so qualified or licensedfailures that, individually or in the aggregate, has have not had had, and would could not reasonably be expected to have have, a Company Material Adverse Effect. . (b) The Company has delivered or made available to ParentParent true, prior to execution of this Agreement, true correct and complete copies of (i) the Amended certificate of incorporation, articles of incorporation, bylaws and Restated Articles other charter or comparable organizational documents of Incorporation each of the Company in effect as of the date of this AgreementAcquired Companies, together with including all amendments thereto in effect as and (ii) the minutes and other records of the date meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of this Agreement the equity holders of each of the Acquired Companies, the board of directors or board of managers of each of the Acquired Companies and all committees of the board of directors or board of managers of each of the Acquired Companies, in each case since January 1, 2011, except for such portions of the minutes of the boards of directors or committees of the boards of directors of the Acquired Companies that relate to the consideration by such directors of the transactions contemplated hereby (including the Merger) and, in the case of minutes after July 1, 2014, other similar strategic transactions (the items described in clause (i) above, collectively, the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company RegulationsConstituent Documents”). Each of the The Company Articles and the Company Regulations were duly adopted and is Constituent Documents are in full force and effect on the date hereof and, as applicable, have not been amended, modified, rescinded or withdrawn in any way. The Company has no Subsidiaries, except for the entities identified in Section 3.1 of the date Company Disclosure Letter. None of this Agreement. Neither the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsDisclosure Letter.

Organization, Standing and Power. (a) Each of the Company Partnership and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate partnership, corporate, limited liability company or similar other applicable power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Effect on the Partnership (“ Partnership Material Adverse Effect ”) or prevent or materially impair the consummation of the transactions contemplated hereby. (b) Each of the Company Partnership and the Company its Subsidiaries is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business conducted by it or the ownership, operation character or leasing location of its the properties and assets owned or leased by it makes such licensing or qualification necessary, other than in such jurisdictions except where the failure to be so licensed, qualified or licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Partnership 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 the Partnership, in each case, that are owned directly or indirectly by the Partnership have been duly authorized and validly issued and are fully paid and nonassessable and, except as set forth in the Partnership Charter Documents or the Partnership Subsidiary Documents, 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 Partnership Joint Ventures, all such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by the Partnership. (d) The Company Partnership has made available to ParentParent correct and complete copies of its certificate of limited partnership and the Partnership Agreement (the “ Partnership Charter Documents ”), prior to execution of this Agreement, true and correct and complete copies of the Amended certificates of limited partnership and Restated Articles partnership agreements (or comparable organizational documents) of Incorporation each of the Company Partnership’s material Subsidiaries, in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither All such Partnership Charter Documents and organizational documents of such Subsidiaries of the Company nor any Company Subsidiary Partnership are in full force and effect and the Partnership is not in violation in any material respect of any provision of such documentstheir provisions.

Organization, Standing and Power. (a) Each of the Company Partnership, the General Partner, the Managing GP and each of the Company’s their respective Subsidiaries (the “Company Subsidiaries”) is a legal entity duly organized, validly existing and in good standing under the applicable Laws of the jurisdiction in which it is organized (in the case of good standingincorporated, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so formed or organized, existing or in good standingas applicable, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate limited liability company, corporate, partnership or similar other applicable entity power and authority and possesses all Permits necessary to enable it to own, lease, operate own or otherwise hold lease all of its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)it is now being conducted, except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, a Material Adverse Effect on the Partnership (“Partnership Material Adverse Effect”). (b) Each of 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 have, individually or in the aggregate, a Company Partnership Material Adverse Effect. . (c) All of the outstanding limited liability company interests, partnership interests, shares of capital stock of, or other equity interests in, each material Subsidiary of the Partnership that are owned directly or indirectly by the Partnership have been duly authorized and validly issued in accordance with the Organizational Documents of each such entity (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”). (d) The Company Partnership has made available to Parent, prior to execution Parent correct and complete copies of this Agreement, true its Organizational Documents and correct and complete copies of the Amended and Restated Articles Organizational Documents of Incorporation each of the Company its material Subsidiaries, in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither All such Organizational Documents are in full force and effect and the Company nor any Company Subsidiary Partnership is not in violation in any material respect of any provision of such documentstheir provisions.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”a) Target is duly organizeda corporation, validly existing and in good standing under the Laws of the State of Delaware, and has all 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. Target is duly licensed or qualified to do business and is in good standing in each jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case nature of the Company Subsidiariesbusiness 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 such failures to be so organizedlicensed, existing qualified or in good standingstanding would not reasonably be expected, individually or in the aggregate, has not had to have a Target Material Adverse Effect. (b) Each Subsidiary of Target is validly existing and in good standing under the laws of the jurisdiction of its organization or formation and in good standing as a foreign corporation 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 such failures to be so licensed, qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitsexpected, individually or in the aggregate, to have a Target Material Adverse Effect. All the outstanding equity interests in each Subsidiary of Target are owned directly or indirectly by Target, in each case free and clear of all liens (including, without limitation, liens imposed by Law, such as, but not limited to, mechanics liens, but excluding any statutory liens for taxes not yet due and payable), pledges, charges, mortgages, encumbrances, conditions or covenants of record, zoning or similar restrictions, conditional sale or other title retention agreements, adverse claims, security interests and transfer restrictions (collectively, “Liens”), except for Liens in favor of Lender, under the Credit Facility and 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. Neither Target nor any of its Subsidiaries own, directly or indirectly, any interest or investment (whether equity or debt) in any Person that is not a direct or indirect wholly owned subsidiary of Target. Schedule 3.1(b) sets forth all of the Subsidiaries of Target, and for each Subsidiary of Target, (i) its authorized capital stock, share capital or other equity interests, (ii) the number of issued and outstanding shares of capital stock, share capital or other equity interests, (iii) the holder or holders of such shares, share capital or other equity interests, and (iv) its jurisdiction of incorporation and the other jurisdictions where it is qualified to do business as a foreign corporation. (c) Target has not had made available to Parent complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of Target and each Subsidiary thereof. Neither Target nor any of its Subsidiaries is in violation of the provisions of its certificate of incorporation, bylaws or other organizational documents, except where such failures would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedexpected, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Target Material Adverse Effect. The Company Board of Directors of Target has made available not designated any Subsidiary of Target as an “Unrestricted Subsidiary” pursuant to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsSenior Notes Indenture.

Organization, Standing and Power. Each of the Company Parent and each of the CompanyParent’s Subsidiaries (the “Company Parent Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Parent Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Parent Permits”), except where the failure to have such power or authority or to possess the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has delivered or made available to Parentthe Company, prior to execution of this Agreement, true and complete copies of (a) the Amended amended and Restated Articles restated certificate of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company ArticlesParent Certificate”), ) and the Amended and Restated Regulations by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company RegulationsParent By-laws”)) and (b) the constituent documents of Merger Sub. Each Parent has not taken any action in breach or violation of any of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as provisions of the date of this Agreement. Neither the Company nor any Company Parent Certificate or Parent By-laws and no Parent Subsidiary is in breach or violation in any material respect of any provision of such the provisions of its respective certificates of incorporation, by-laws or comparable governing documents, except, in the case of a Parent Subsidiary, for breaches or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Organization, Standing and Power. Each of the Company Parent and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Merger Sub 1 is a corporation duly organized, as the case may be, validly existing and in good standing under the Laws of the jurisdiction State of Delaware, and Merger Sub 2 is a limited liability company duly organized, validly and in which it is organized (in good standing under the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case Laws of the Company SubsidiariesState of Delaware, with all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, other than where the failure to be so organized, existing organized or in good standing, individually to have such power or in the aggregate, authority has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (a “Parent Material Adverse Effect”). Each of Parent, Merger Sub 1 and Merger Sub 2 is duly qualified and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than where the failure to so qualify or be in good standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, a Parent Material Adverse Effect. Parent, Merger Sub 1 and Merger Sub 2 each has heretofore made available to the Company complete and correct copies of its Organizational Documents. Each Subsidiary of Parent (other than the Merger Subs) is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, with all requisite entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted, other than where the failure to be so organized or to have such power or authority has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company Each Subsidiary of Parent is duly qualified and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than where the failure to so qualify or be 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 heretofore made available to Parent, prior to execution of this Agreement, true the Company complete and complete correct copies of the Amended Organizational Documents of Parent and Restated Articles each of Incorporation its Subsidiaries that is, as of the Company date hereof, a “significant subsidiary” as defined in effect Rule 1-02(w) of Regulation S-X (in each case, as of amended prior to the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”as defined in Section 8.3) is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws laws of the jurisdiction in which it is organized (and has the requisite corporate or other power, as the case may be, and authority to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses in the case of good standingmanner in which it is currently being conducted, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not be reasonably be expected to have a Company Material Adverse EffectEffect (as defined in Section 8.3). Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification or licensing necessary, other than in such jurisdictions except where the failure to be so qualified or licensed, licensed individually or in the aggregate, aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, Parent prior to the execution of this Agreement, Agreement true and complete copies of the Amended and Restated Articles Certificate of Incorporation of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company ArticlesCharter”), and the Amended and Restated Regulations by-laws of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company RegulationsBy-laws”). Each of the Company Articles , and the Company Regulations were duly adopted comparable charter and is organizational documents of each Significant Subsidiary (as defined in full force Section 8.3), except the charter and effect organizational documents of EDO (UK) Limited and its United Kingdom Subsidiaries (which documents are available from the Companies House website at hxxx://xxx.xxxxxxxxx-xxxxx.xxx.xx), in each case as of amended to the date of this Agreement. Neither the Company nor any Company Significant Subsidiary is in material default or violation in any material respect of any term or provision of any such documentsdocument.

Organization, Standing and Power. (a) Each of the Company Parent and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Transitory Subsidiary is a corporation duly organized, validly existing and and, where applicable as a legal concept, in good standing under the Laws laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case character of the Company Subsidiariesproperties it owns, where operates or leases or the failure nature of its activities makes such qualification necessary, except for such failures to be so organized, existing qualified or in good standing, individually or in the aggregate, has that have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true and complete copies the term “Parent Material Adverse Effect” means any material adverse change, event, circumstance or development with respect to, or material adverse effect on (i) the business, assets, liabilities, capitalization, financial condition, or results of operations of the Amended Parent and Restated Articles of Incorporation its Subsidiaries, taken as a whole or (ii) the ability of the Company Parent or the Transitory Subsidiary to consummate the transactions contemplated by this Agreement; provided, however, that in effect as the case of clause (i), in no event shall any of the date following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Material Adverse Effect: any adverse change, event, circumstance or development with respect to, or effect resulting from (A) general economic conditions or conditions generally affecting the optical networking industry, except in either case to the extent the Parent is materially disproportionately affected thereby, (B) the announcement or pendency of the Merger or any other transactions expressly contemplated hereby, (C) compliance with the terms and conditions of this Agreement, (D) a change in the stock price or trading volume of the Parent Ordinary Shares or Parent ADSs (or any failure of the Parent to meet published revenue or earnings projections), provided that clause (D) shall not exclude any underlying effect which may have caused such change in stock price or trading volume or failure to meet published revenue or earnings projections, (E) any change in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof or (F) the continued incurrence of losses by the Parent. For the avoidance of doubt, the parties agree that the terms “material”, “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Parent Material Adverse Effect in the prior sentence of this paragraph or Company Material Adverse Effect in Section 3.1(a). The Parent has delivered to the Company complete and accurate copies of the Memorandum and Articles of Association of the Parent together with copies of all amendments thereto shareholder resolutions required by law to be embodied in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsor annexed thereto.

Organization, Standing and Power. (a) Each of the Company Parent and each of the Company’s Subsidiaries Merger Sub (the “Company Subsidiaries”i) is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, (ii) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in which it good standing (to the extent that the concept of “good standing” is organized (applicable in the case of good standingany jurisdiction outside the United States) in each jurisdiction in which the nature of its business or the ownership, to the extent leasing or operation of its properties makes such jurisdiction recognizes such concept)qualification or licensing necessary, except, except in the case of the Company Subsidiariesclause (iii), where the failure to be so organized, existing qualified or licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each For purposes of the Company and the Company Subsidiaries has all requisite corporate this Agreement, “Parent Material Adverse Effect” means any event, change, circumstance, occurrence, effect or similar power and authority and possesses all Permits necessary state of facts that (A) is or would reasonably be expected to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitsbe, individually or in the aggregate, materially adverse to the business, assets, liabilities, financial condition, or results of operations of Parent, Merger Sub and their respective Subsidiaries, taken as a whole or (B) materially impairs the ability of Parent or Merger Sub to consummate the Merger or any of the other transactions contemplated by this Agreement; provided, however, that in the case of clause (A) only, Parent Material Adverse Effect shall not include any event, change, circumstance, occurrence, effect or state of facts to the extent resulting from (1) changes or conditions generally affecting the industries in which Parent and its Subsidiaries operate, or the economy or the financial, debt, banking, capital, credit or securities markets, in the United States, including effects on such industries, economy or markets resulting from any regulatory and political conditions or developments in general, including any changes in currency exchange rates or interest rates, (2) the outbreak or escalation of war or acts of terrorism or sabotage or any natural disasters (including hurricanes, tornadoes, floods or earthquakes), acts of God or other force majeure events, (3) any epidemic, pandemic or disease outbreak (including the novel strain of coronavirus (SARS-Cov-2) and its disease commonly known as COVID-19 (including any and all additional strains, variations or mutations thereof)) or any worsening of such epidemic, pandemic or disease outbreak, or any declaration of martial law, quarantine or similar directive, policy or guidance or Law or other action by any Governmental Entity in connection therewith or in response thereto, (4) changes in applicable Law or GAAP, or the interpretation or enforcement thereof after the date of this Agreement, (5) the public announcement of this Agreement or the pendency of this Agreement, including the impact thereof on the relationships of Parent and its Subsidiaries with their respective customers, suppliers, distributors, partners or other material third-party business relations or with their respective employees, (6) any failure, in and of itself, by Parent to meet any internal or published projections, budgets, forecasts, estimates, or predictions in respect of revenues, earnings, or other financial or operating metrics or performance for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has not had and been or would not reasonably be expected to have become, a Company Parent Material Adverse Effect. Each , to the extent permitted by this definition and not otherwise excepted by a clause of this proviso), (7) any change, in and of itself, in the market price or trading volume of Parent’s securities or in its credit ratings (it being understood that the facts or occurrences giving rise to or contributing to such change may be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to become, a Parent Material Adverse Effect, to the extent permitted by this definition and not otherwise excepted by a clause of this proviso), (8) the taking of any action required to be taken pursuant to this Agreement, or which the Company and the Company Subsidiaries is duly qualified has in writing requested, or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to take any specific action expressly prohibited by this Agreement for which the Company has unreasonably refused Parent’s written request to provide consent or (9) any Parent Transaction Litigation; except that, with respect to subclauses (1), (2), (3) and (4), such event, change, circumstance, occurrence, effect or state of facts shall be so qualified or licensedtaken into account to the extent they, individually or in the aggregate, materially disproportionately affect Parent or its Subsidiaries, taken as a whole, compared to other participants in the industry in which Parent operates (in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether there has not had and been, or would not reasonably be expected to have be, a Company Parent Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company Buyer and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Transitory Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business, and is duly qualified to do business and is in which it is organized (good standing as a foreign corporation in the case of good standing, to the extent such each jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures to be so organized, existing qualified or in good standing, individually or in the aggregate, has which have not had resulted in, and would not reasonably be expected to have result in a Company Buyer Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true and complete copies the term "Buyer Material Adverse Effect" means any material adverse change, event, circumstance, development or effect on (i) the business, financial condition, or results of operations of the Amended Buyer and Restated Articles of Incorporation its Subsidiaries, taken as a whole, or (ii) the ability of the Company in effect as of Buyer or the date Transitory Subsidiary to consummate the transactions contemplated by this Agreement; provided, however, that for purposes of this Agreement, together with all amendments thereto (I) adverse changes in effect as the stock price of the date Buyer in and of itself, as quoted on the New York Stock Exchange, (II) conditions, events or circumstances generally adversely affecting the economies of the countries where the Buyer and its Subsidiaries operate, the United States securities markets or the industries in which the Buyer operates, so long as such conditions, events or circumstances do not materially disproportionately affect the Buyer and its Subsidiaries, taken as a whole, (III) conditions, events or circumstances directly arising out of or directly attributable to (x) a material breach of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of by the Company in effect as of or (y) the date of Merger or any other transaction involving the parties hereto contemplated by this Agreement, together with all amendments thereto in effect as or (IV) conditions, events or circumstances directly arising out of or directly attributable to the date public announcement of this Agreement (or the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is transactions contemplated hereby, shall not be taken into account in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsdetermining whether there has been or would be a "Buyer Material Adverse Effect".

Organization, Standing and Power. Each (a) Except as disclosed in Schedule 4.1(a) of the Company Armada Disclosure Letter, Armada and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation duly organized, validly existing and in good standing under the Laws laws of the its respective jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing incorporation or in good standing, individually or in the aggregateorganization, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its assets and properties and assets to carry on its business as now being conducted. Armada and to conduct each of its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or to be so qualified or licensed, individually or in the aggregate, good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect on Armada. The Company has copies of the certificate of incorporation and bylaws of Armada and of its Subsidiaries that were previously furnished or made available to ParentMesa are true, prior to execution of this Agreement, true complete and complete correct copies of the Amended and Restated Articles of Incorporation of the Company such documents as in effect as of the date of this Agreement, together with all amendments thereto in effect as of on the date of this Agreement (and have not been amended since the “Company Articles”)date hereof, and neither Armada nor any of its Subsidiaries is in violation of any of its organizational documents. (b) All the Amended outstanding shares of capital stock of, or other equity interests in, each of Armada’s Subsidiaries have been duly authorized and Restated Regulations validly issued and are fully paid and non-assessable, are not subject to and were not issued in violation of any preemptive rights, and are owned directly or indirectly by Armada, free and clear of all Liens 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). Schedule 4.1(b) of the Company in effect as Armada Disclosure Letter lists all of the date Subsidiaries of this AgreementArmada and, together with all amendments thereto in effect as for each such Subsidiary, the jurisdiction of the date of this Agreement (the “Company Regulations”). Each of the Company Articles its incorporation or organization and the Company Regulations were duly adopted its directors and is in full force and effect officers as of the date of this Agreement. Neither the Company Armada nor any Company of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity, other than a Subsidiary is in violation of Armada. Armada does not own, directly or indirectly, any voting interest in any material respect Person that would create a filing obligation by Armada under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of any provision of such documents1976, as amended.

Organization, Standing and Power. Each (a) The Company is duly organized and existing as a corporation under the laws of the State of Michigan and is registered with the OTS as a savings and loan holding company. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Neither the scope of the business of the Company nor the location of any of its properties requires that it be licensed to do business in any jurisdiction other than the State of Michigan and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organizedlicensed or qualified will not have a Material Adverse Effect on the Company. True and correct copies of the Company's Articles of Incorporation and Bylaws, both as amended to the date hereof, have been delivered to Purchaser prior to the date hereof. (b) The Bank is duly organized and existing or in good standingas a federally-chartered stock savings bank under HOLA and is authorized by the OTS to conduct a savings bank business. The Bank is a member of the FHLBI, individually or and its deposits are insured by the SAIF in the aggregate, has not had manner and would not reasonably be expected to have a Company Material Adverse Effectthe extent provided by law. Each of the Company and the Company Subsidiaries The Bank has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had conducted. True and would not reasonably be expected to have a Company Material Adverse Effect. Each correct copies of the Company Bank's Charter and Bylaws, both as amended to the Company Subsidiaries date hereof, have been delivered to Purchaser prior to the date hereof. (c) Each Non-Bank Subsidiary is duly organized and existing as a corporation under the laws of the state of its incorporation and is duly qualified or licensed to do business as a foreign corporation in each other state or jurisdiction where in which the nature ownership of its business property or the ownershipconduct of business requires such licensing or qualification, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions except where the failure to be so qualified or licensed, individually or in the aggregate, has not had and licensed would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. The Company Each Non-Bank Subsidiary has made available all requisite corporate power and authority to Parentown, lease and operate its properties and assets and to carry on its business as presently conducted. True and correct copies of the Certificate of Incorporation or Articles of Incorporation, as the case may be, and Bylaws of each Non-Bank Subsidiary have been delivered to Purchaser prior to the execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company Target and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the its jurisdiction in which it is organized (in of organization or formation, as the case may be. Each of good standingTarget and its Subsidiaries has the requisite power, corporate or otherwise, to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or the extent such jurisdiction recognizes such concept), except, in the case conduct of the Company Subsidiaries, its business requires it to be so qualified except where the failure to be so organized, existing or in good standingqualified would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on Target. Target has delivered to Acquiror a true and correct copy of its Articles of Incorporation, as amended (the "Articles of Incorporation"), and its Code of Regulations, as amended, (the "Bylaws") and the articles of incorporation and bylaws or other organizational documents, as applicable, of each of its Subsidiaries, each as amended to date. Target is not in violation of any of the provisions of the Articles of Incorporation or Bylaws and none of its Subsidiaries is in violation of any material provisions of its equivalent organizational documents. Target owns, directly or beneficially, all outstanding shares of capital stock of each of its Subsidiaries that is a corporation and all equity securities and interests of each of its Subsidiaries that is not a corporation, and all such shares or interests are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary that is a corporation and all equity securities and interests of each such Subsidiary that is not a corporation owned by Target or one or more of its Subsidiaries are free and clear of any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance ("Liens"). There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities, voting agreements or proxies, or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Target or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities of any such Subsidiary. Each of the Company Target's Subsidiaries is listed on Schedule 2.1 hereto, and the Company Subsidiaries has all requisite corporate except as disclosed thereon, Target does not directly or indirectly own any equity or similar power and authority and possesses all Permits necessary to enable it to owninterest in, leaseor any interest convertible or exchangeable or exercisable for, operate any equity or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”)similar interest in, except where the failure to have such power any corporation, partnership, joint venture or authority other business association or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsentity.