Common use of Parent Subsidiaries Clause in Contracts

Parent Subsidiaries. (a) To the extent not previously disclosed in the Parent SEC Filings, set forth on Section 5.5(a) of the Parent Disclosure Letter is a complete and accurate list of each Significant Subsidiary of Parent and the jurisdiction of organization of such Significant Subsidiaries. Each Significant Subsidiary of Parent is duly organized, validly existing and in good standing (or, if applicable, in a foreign jurisdiction, enjoys the equivalent status under the Laws of any jurisdiction of organization outside of the United States) under the laws of the jurisdiction of its organization and has all requisite corporate power and authority to own its material property and to carry on its business as now being conducted. (b) To the extent not previously disclosed in the Parent SEC Filings, each Significant Subsidiary of Parent has the capitalization set forth on Section 5.5(b) of the Parent Disclosure Letter. To the extent not previously disclosed in the Parent SEC Filings, all of the outstanding capital stock or other equity securities or voting interests, as the case may be, of each Significant Subsidiary of Parent are owned, of record and beneficially, by Parent or a Significant Subsidiary of Parent, free and clear of all Liens, other than a Permitted Lien. To the extent not previously disclosed in the Parent SEC Filings, there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise relating to the capital stock of, or other equity or voting interest in, any Significant Subsidiary of Parent or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any capital stock of, or other equity or voting interest in, such Significant Subsidiary, other than such rights granted to Parent or a Significant Subsidiary of Parent. To the extent not previously disclosed in the Parent SEC Filings, there are no Contracts to which any Significant Subsidiary of Parent is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any shares of the capital stock of, or other equity or voting interest in, any Significant Subsidiary of Parent or any other Person or (ii) vote or dispose of any shares of the capital stock of, or other equity or voting interest in, any Significant Subsidiary of Parent. (c) Neither Parent nor any of its Significant Subsidiaries owns, directly or indirectly, any capital stock of, or other equity, ownership, proprietary or voting interest in, any Person except as disclosed in the Parent SEC Filings. (d) Except as disclosed in the Parent SEC Filings, there are no restrictions of any kind which prevent or restrict the payment of dividends or other distributions by Parent or any of Parent’s Significant Subsidiaries other than those imposed by the Laws of general applicability of their respective jurisdictions of organization.

Parent Subsidiaries. (a) To the extent not previously disclosed in the Parent SEC Filings, set forth on Section 5.5(a) of the Parent Disclosure Letter is a complete and accurate list of each Significant Subsidiary of Parent and the jurisdiction of organization of such Significant Subsidiaries. Each Significant Subsidiary of Parent is duly organized, validly existing and in good standing (or, if applicable, in a foreign jurisdiction, enjoys the equivalent status under the Laws of any jurisdiction of organization outside of the United States) under the laws of the jurisdiction or one of its organization and has all requisite corporate power and authority to own its material property and to carry on its business as now being conducted. (b) To the extent not previously disclosed in the Parent SEC Filings, each Significant Subsidiary of Parent has the capitalization set forth on Section 5.5(b) of the Parent Disclosure Letter. To the extent not previously disclosed in the Parent SEC Filings, wholly owned Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity securities or voting interests, as the case may be, ) of each Significant Subsidiary of Parent are owned, of record and beneficially, by Parent or a Significant Subsidiary of ParentSubsidiary, free and clear of all Liensany Lien, other than a Permitted Lien. To the extent not previously disclosed in the Parent SEC Filings, and there are no irrevocable proxies with respect to any such shares. There are no outstanding (i) securities of Parent or authorized any Parent Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Parent Subsidiary, (ii) options, restricted stock, warrants, rightsrights or other agreements or commitments to acquire from Parent or any Parent Subsidiary, subscriptionsor obligations of Parent or any Parent Subsidiary to issue, claims any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Parent Subsidiary, (iii) obligations of Parent or any characterParent Subsidiary to grant, agreementsextend or enter into any subscription, obligationswarrant, right, convertible or exchangeable securities, security or other commitments, contingent similar agreement or otherwise commitment relating to any capital stock, voting securities or other ownership interests in any Parent Subsidiary (the items in clauses (i), (ii) and (iii), together with the capital stock ofof such Parent Subsidiaries, being referred to collectively as “Parent Securities”), or other equity or voting interest in, any Significant Subsidiary (iv) obligations of Parent or any securities convertible into, exchangeable for, or evidencing Parent Subsidiary to make any payment based on the right to subscribe for or acquire value of any capital stock of, or other equity or voting interest in, such Significant shares of any Parent Subsidiary, other than such rights granted to . There are no outstanding obligations of Parent or a Significant any Parent Subsidiary of Parent. To the extent not previously disclosed in the Parent SEC Filings, there are no Contracts to which any Significant Subsidiary of Parent is a party or by which they are bound to (i) repurchasepurchase, redeem or otherwise acquire any shares outstanding Parent Securities. There are no voting trusts or other Contracts to which Parent or any Parent Subsidiary is a party with respect to the voting of the capital stock of, (or other equity or voting interest in, any Significant Subsidiary of Parent or any other Person or (iiinterests) vote or dispose of any shares of the capital stock of, or other equity or voting interest in, any Significant Subsidiary of Parent. (c) Neither Company Subsidiary. All Parent nor any of its Significant Subsidiaries owns, directly or indirectly, any capital stock of, or other equity, ownership, proprietary or voting interest in, any Person except as disclosed in the Parent SEC Filings. (d) Except as disclosed in the Parent SEC Filings, there are no restrictions Securities of any kind which prevent Parent Subsidiary incorporated or restrict formed in a jurisdiction located within the payment United States of dividends or other distributions by Parent or any of Parent’s Significant Subsidiaries other than those imposed by the Laws of general applicability of their respective jurisdictions of organizationAmerica are duly authorized, validly issued, fully paid and nonassessable.

Parent Subsidiaries. (a) To Merger Sub was formed solely for the extent not previously disclosed purpose of engaging in the Parent SEC FilingsTransactions, set forth on Section 5.5(a) has not engaged in any business activities or conducted any operations other than in connection with the Transactions and will have no assets, liabilities or obligations other than those contemplated by this Agreement. All the issued and outstanding shares of capital stock of Merger Sub are, and as of the Effective Time will be, owned of record and beneficially by Parent Disclosure Letter either directly or indirectly through one or more of its Subsidiaries. (b) Other than Parent’s Subsidiaries, Parent does not own or control, directly or indirectly, any membership interest, partnership interest, joint venture interest, other equity interest or any other capital stock of any Person. Each of Parent’s Subsidiaries is a complete and accurate list of each Significant Subsidiary of Parent and the jurisdiction of corporation, partnership, limited liability company, trust or other organization of such Significant Subsidiaries. Each Significant Subsidiary of Parent that is duly incorporated or organized, validly existing and and, to the extent applicable, in good standing (or, if applicable, in a foreign jurisdiction, enjoys the equivalent status under the Laws of any jurisdiction of organization outside of the United States) under the laws of the jurisdiction of its organization and incorporation or organization. Each of Parent’s Subsidiaries has all the requisite corporate corporate, limited partnership, limited liability company or similar power and authority to own own, lease and operate its material property properties and assets and to carry on its business as it is now being conducted. Each of Parent’s Subsidiaries is duly qualified or licensed to do business and is in good standing (to the extent such concept is applicable) in each jurisdiction where the character of the properties owned, leased or operated by it or the conduct or nature of its business makes such qualification or licensing necessary, except for jurisdictions in which the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (bc) To Parent is, directly or indirectly, the extent not previously disclosed in the Parent SEC Filings, each Significant Subsidiary record and beneficial owner of Parent has the capitalization set forth on Section 5.5(b) of the Parent Disclosure Letter. To the extent not previously disclosed in the Parent SEC Filings, all of the outstanding shares of capital stock or other equity securities or voting interests, as the case may be, interests of each Significant Subsidiary of its Subsidiaries. All of such shares and other equity interests so owned by Parent are ownedvalidly issued, of record fully paid and beneficially, nonassessable and are owned by Parent or a Significant Subsidiary of Parent, it free and clear of all Liensany Liens or limitations on voting rights, other than a Permitted Lienare free of preemptive rights and were issued in compliance with applicable Law. To the extent not previously disclosed in the Parent SEC Filings, there There are no outstanding or authorized subscriptions, options, warrants, calls, rights, subscriptions, claims convertible securities or other agreements or commitments of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise character relating to the issuance, transfer, sales, delivery, voting or redemption (including any rights of conversion or exchange under any outstanding security or other instrument) for any of the capital stock or other equity interests of, or other equity or voting interest ownership interests in, any Significant Subsidiary of Parent or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any capital stock of, or other equity or voting interest in, such Significant Subsidiary, other than such rights granted to Parent or a Significant Subsidiary of Parent. To the extent not previously disclosed in the Parent SEC Filings, there There are no Contracts agreements requiring Parent or any of its Subsidiaries to which any Significant Subsidiary of Parent is a party or by which they are bound make contributions to (i) repurchase, redeem or otherwise acquire any shares of the capital stock of, or other equity lend or voting interest inadvance funds to, any Significant Subsidiary of Parent or any other Person or (ii) vote or dispose of any shares of the capital stock of, or other equity or voting interest in, any Significant Subsidiary of ParentPerson. (c) Neither Parent nor any of its Significant Subsidiaries owns, directly or indirectly, any capital stock of, or other equity, ownership, proprietary or voting interest in, any Person except as disclosed in the Parent SEC Filings. (d) Except as disclosed in the Parent SEC Filings, there are no restrictions of any kind which prevent or restrict the payment of dividends or other distributions by Parent or any of Parent’s Significant Subsidiaries other than those imposed by the Laws of general applicability of their respective jurisdictions of organization.

Parent Subsidiaries. (a) To the extent not previously disclosed in the Parent SEC Filings, set forth on Section 5.5(a3.4(a) of the Parent Disclosure Letter is Schedule sets forth a true and complete and accurate list of each Significant Subsidiary of Parent the names and the jurisdiction jurisdictions of organization of such Significant Subsidiarieseach Parent Subsidiary. Each Significant All issued and outstanding shares or other equity interests of each Parent Subsidiary of are owned directly by Parent is duly organized, validly existing or a Parent Subsidiary free and in good standing (or, if applicable, in a foreign jurisdiction, enjoys the equivalent status under the Laws clear of any jurisdiction charges, liens, encumbrances, security interests or adverse claims. As used in this Agreement, “Parent Subsidiary” means any corporation, partnership or other organization, whether incorporated or unincorporated, (i) of organization outside which Parent or any Parent Subsidiary is a general partner or (ii) at least 50% of the United States) under the laws securities or other interests having voting power to elect a majority of the jurisdiction board of its directors or others performing similar functions with respect to such corporation, partnership or other organization are directly or indirectly owned or controlled by Parent or by any Parent Subsidiary, or by Parent and has all requisite corporate power and authority to own its material property and to carry on its business as now being conductedone or more Parent Subsidiaries, provided, however, that for the purposes of Article IV, the phrase “at least 50%” in the foregoing definition shall be “more than 50%.”. (b) There are not as of the date hereof, and at the Effective Time there will not be, any subscriptions, options, conversion or exchange rights, warrants, repurchase or redemption agreements, or other agreements, claims or commitments of any nature whatsoever obligating any Parent Subsidiary to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, shares of the capital stock or other securities of Parent or any Parent Subsidiary or obligating Parent or any Parent Subsidiary to grant, extend or enter into any such agreement. To the extent not previously disclosed in knowledge of Parent, there are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of any Parent SEC Filings, each Significant Subsidiary of Parent has the capitalization set forth on Subsidiary. (c) Section 5.5(b3.4(c) of the Parent Disclosure LetterSchedule sets forth, for each Parent Joint Venture (as defined below), the interest held by Parent and the jurisdiction in which such Parent Joint Venture is organized. To the extent not previously disclosed Interests in the Parent SEC Filings, all of the outstanding capital stock or other equity securities or voting interests, as the case may be, of each Significant Subsidiary of Joint Ventures held by Parent are owned, of record and beneficially, held directly by Parent or a Significant Subsidiary of Parent, free and clear of all Liensany charges, liens, encumbrances, security interest or adverse claims. The term “Parent Joint Venture” means any corporation or other entity (including partnership, limited liability company and other business association) that is not a Parent Subsidiary and in which Parent or one or more Parent Subsidiaries owns an equity interest (other than a Permitted Lien. To the extent not previously disclosed in the Parent SEC Filings, there equity interests held for passive investment purposes which are no outstanding or authorized options, warrants, rights, subscriptions, claims less than 10% of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise relating to class of the capital stock of, outstanding voting securities or other equity or voting interest in, any Significant Subsidiary of Parent or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any capital stock of, or other equity or voting interest in, such Significant Subsidiary, other than such rights granted to Parent or a Significant Subsidiary of Parent. To the extent not previously disclosed in the Parent SEC Filings, there are no Contracts to which any Significant Subsidiary of Parent is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any shares of the capital stock of, or other equity or voting interest in, any Significant Subsidiary of Parent or any other Person or (ii) vote or dispose of any shares of the capital stock of, or other equity or voting interest in, any Significant Subsidiary of Parentsuch entity). (c) Neither Parent nor any of its Significant Subsidiaries owns, directly or indirectly, any capital stock of, or other equity, ownership, proprietary or voting interest in, any Person except as disclosed in the Parent SEC Filings. (d) Except as disclosed in the Parent SEC Filings, there are no restrictions of any kind which prevent or restrict the payment of dividends or other distributions by Parent or any of Parent’s Significant Subsidiaries other than those imposed by the Laws of general applicability of their respective jurisdictions of organization.

Parent Subsidiaries. (a) To the extent not previously disclosed in the Parent SEC Filings, set forth on Section 5.5(a3.02(a) of the Parent Disclosure Letter is a complete sets forth the name and accurate list of each Significant Subsidiary of Parent and the jurisdiction of organization of such Significant Subsidiaries. Each Significant Subsidiary of each Parent is duly organized, validly existing and in good standing (or, if applicable, in a foreign jurisdiction, enjoys the equivalent status under the Laws of any jurisdiction of organization outside of the United States) under the laws of the jurisdiction of its organization and has all requisite corporate power and authority to own its material property and to carry on its business as now being conductedSubsidiary. (b) To the extent not previously disclosed in the Parent SEC Filings, each Significant Subsidiary of Parent has the capitalization set forth on Section 5.5(b) of the Parent Disclosure Letter. To the extent not previously disclosed in the Parent SEC Filings, all All of the outstanding shares of capital stock or voting securities of, or other equity securities or voting interestsinterests in, as the case may be, of each Significant Parent Subsidiary of Parent have been validly issued and are owned, of record fully paid and beneficiallynon-assessable and are owned by Parent, by another Parent Subsidiary or by Parent and a Significant Subsidiary of ParentParent Subsidiary, free and clear of all Liens, excluding Parent Permitted Liens, and free of any other than a Permitted Lienrestriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable Law. To the extent There are not previously disclosed in issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any the Parent SEC Filingsor any Parent Subsidiary to issue, there are no outstanding deliver or authorized optionssell, warrantsor cause to be issued, rightsdelivered or sold, subscriptions, claims (i) any capital stock or any securities of any character, agreements, obligations, Parent Subsidiary convertible into or exchangeable securities, or other commitments, contingent or otherwise relating to the exercisable for shares of capital stock or voting securities of, or other equity or voting interest interests in, any Significant Subsidiary of Parent Subsidiary, (ii) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from any Parent Subsidiary, or any securities convertible intoother obligation of any Parent Subsidiary to issue, exchangeable fordeliver or sell, or evidencing the right cause to subscribe for be issued, delivered or acquire sold, any capital stock or voting securities of, or other equity interests in, any Parent Subsidiary, or (iii) any rights issued by, or other obligations of, any Parent Subsidiary that are linked in any way to the price of any class of capital stock or voting interest in, such Significant Subsidiary, other than such rights granted to Parent or a Significant Subsidiary of Parent. To the extent not previously disclosed in the Parent SEC Filings, there are no Contracts to which any Significant Subsidiary of Parent is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any shares of the capital stock securities of, or other equity or voting interest interests in, any Significant Parent Subsidiary, the value of any Parent Subsidiary of Parent or any part of any Parent Subsidiary or any dividends or other Person distributions declared or (ii) vote or dispose of paid on any shares of the capital stock of or voting securities of, or other equity or voting interest interests in, any Significant Subsidiary of ParentParent Subsidiary. (c) Neither Except for the capital stock and voting securities of, and other equity interests in, the Parent nor Subsidiaries, none of Parent or any of its Significant Subsidiaries Parent Subsidiary owns, directly or indirectly, any capital stock or voting securities of, or other equityequity interests in, ownershipor any interest convertible into or exchangeable or exercisable for, proprietary any capital stock or voting interest securities of, or other equity interests in, any Person except as disclosed in the Parent SEC FilingsPerson. (d) Except as disclosed in the Parent SEC Filings, there are no restrictions of any kind which prevent or restrict the payment of dividends or other distributions by Parent or any of Parent’s Significant Subsidiaries other than those imposed by the Laws of general applicability of their respective jurisdictions of organization.

Parent Subsidiaries. Except for Capital Factors, Inc., a majority of the outstanding stock of which may be acquired prior to the Closing Date, Parent or one of its wholly owned Subsidiaries owns all of the issued and outstanding shares of capital stock (aor other equity interests) To the extent not previously disclosed in the Parent SEC Filings, set forth on Section 5.5(a) of each of the Parent Disclosure Letter Subsidiaries. No capital stock (or other equity interest) of any Parent Subsidiary is a complete or may become required to be issued (other than to another Parent Subsidiary) by reason of any rights, and accurate list there are no Contracts by which the Parent or any of the Parent Subsidiaries are bound to issue (other than to Parent or any of the Parent Subsidiaries) additional shares of its capital stock (or other equity interests) or Rights or by which Parent or any of the Parent Subsidiaries are or may be bound to transfer any shares of the capital stock (or other equity interests) of any of Parent or any of the Parent Subsidiaries (other than to Parent or any of the Parent Subsidiaries). There are no Contracts relating to the rights of Parent or any Parent Subsidiary to vote or to dispose of any shares of the capital stock (or other equity interests) of Parent or any of the Parent Subsidiaries. All of the shares of capital stock (or other equity interests) of each Significant Parent Subsidiary held by Parent or any Parent Subsidiary are fully paid and nonassessable (except pursuant to 12 U.S.C. Section 55 in the case of Parent national banks and comparable, applicable state Law, if any, in the case of state depository institutions) under the applicable corporation or similar Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by Parent or a Parent Subsidiary free and clear of organization of such Significant Subsidiariesany Liens. Each Significant Parent Subsidiary of Parent is either a bank, a savings association, partnership, limited liability corporation, or a corporation, and each such Subsidiary is duly organized, validly existing existing, and (as to corporations) in good standing (or, if applicable, in a foreign jurisdiction, enjoys the equivalent status under the Laws of any jurisdiction of organization outside of the United States) under the laws of the jurisdiction of its organization in which it is incorporated or organized, and has all requisite the corporate power and authority necessary for it to own own, lease, and operate its material property Assets and to carry on its business as now being conducted. (b) To the extent not previously disclosed . Each Parent Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the Parent SEC FilingsStates of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Parent. The minute book and other organizational documents (and all amendments thereto) for each Significant Subsidiary of Parent has the capitalization set forth on Section 5.5(b) of the and each Parent Disclosure Letter. To the extent not previously disclosed in the Parent SEC Filings, all of the outstanding capital stock or other equity securities or voting interests, as the case may be, of each Significant Subsidiary of Parent are owned, of record and beneficially, by Parent or that is a Significant Subsidiary of Parenthave been made available to Subject Company for its review, free and clear of all Liens, other than a Permitted Lien. To the extent not previously disclosed are true and complete as in the Parent SEC Filings, there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise relating to the capital stock of, or other equity or voting interest in, any Significant Subsidiary of Parent or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any capital stock of, or other equity or voting interest in, such Significant Subsidiary, other than such rights granted to Parent or a Significant Subsidiary of Parent. To the extent not previously disclosed in the Parent SEC Filings, there are no Contracts to which any Significant Subsidiary of Parent is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any shares effect as of the capital stock of, or other equity or voting interest in, any Significant Subsidiary date of Parent or any other Person or (ii) vote or dispose of any shares of the capital stock of, or other equity or voting interest in, any Significant Subsidiary of Parentthis Agreement. (c) Neither Parent nor any of its Significant Subsidiaries owns, directly or indirectly, any capital stock of, or other equity, ownership, proprietary or voting interest in, any Person except as disclosed in the Parent SEC Filings. (d) Except as disclosed in the Parent SEC Filings, there are no restrictions of any kind which prevent or restrict the payment of dividends or other distributions by Parent or any of Parent’s Significant Subsidiaries other than those imposed by the Laws of general applicability of their respective jurisdictions of organization.

Parent Subsidiaries. (a) To the extent not previously disclosed in the Parent SEC Filings, Except as set forth on in Section 5.5(a) 6.4 of the Parent Disclosure Letter Memorandum, Parent owns all of the issued and outstanding capital stock of Merger Subsidiary, and Parent or one of its wholly-owned Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each of the other Parent Subsidiaries which would qualify as a "Significant Subsidiary" (as such term is defined in Rule 1.02(w) of Regulation S-X promulgated under the Securities Laws) of Parent. No capital stock (or other equity interest) of any Parent Subsidiary which is wholly-owned by Parent or which would qualify as a Significant Subsidiary of Parent, is or may become required to be issued (other than to another Parent Subsidiary) by reason of any Rights, and there are no Contracts by which Parent or any of the Parent Subsidiaries which are wholly-owned by parent or which is a complete and accurate list Significant Subsidiary of Parent, is bound to issue (other than to Parent or any of the Parent Subsidiaries) additional shares of its capital stock (or other equity interests) or Rights or by which Parent or any of the Parent Subsidiaries is or may be bound to transfer any shares of the capital stock (or other equity interests) of any of Parent or any of the Parent Subsidiaries (other than to Parent or any of the Parent Subsidiaries). There are no Contracts relating to the rights of Parent or any Parent Subsidiary which is wholly-owned by Parent or which would qualify as a Significant Subsidiary of Parent, to vote or to dispose of any shares of the capital stock (or other equity interests) of any of the Parent Subsidiaries. All of the shares of capital stock (or other equity interests) of each Parent Subsidiary which would qualify as a Significant Subsidiary of Parent and held by Parent or any Parent Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable (except pursuant to 12 U.S.C. Section 55 in the case of national banks and comparable, applicable state Law, if any, in the case of state depository institutions) under the applicable corporation or similar Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by Parent or a Parent Subsidiary free and clear of organization any Liens. None of such the issued and outstanding shares of capital stock of Merger Subsidiary, and none of the issued and outstanding stock of any other Parent Subsidiary which qualifies as a Significant SubsidiariesSubsidiary of Parent, has been issued in violation of any preemptive rights of any Person. Each Parent Subsidiary is either a bank, federal savings bank, or a savings association, partnership, limited liability company or a corporation, and each such Parent Subsidiary which qualifies as a Significant Subsidiary of Parent is duly organized, validly existing and (as to corporations) in good standing (or, if applicable, in a foreign jurisdiction, enjoys the equivalent status under the Laws of any jurisdiction of organization outside of the United States) under the laws of the jurisdiction of its organization in which it is incorporated or organized, and has all requisite the corporate power and authority necessary for it to own own, lease, and operate its material property Assets and to carry on its business as now being conducted. (b) To the extent not previously disclosed in the . Each Parent SEC Filings, each Subsidiary which qualifies as a Significant Subsidiary of Parent has the capitalization set forth on Section 5.5(b) is duly qualified or licensed to transact business as a foreign corporation in good standing in each of the Parent Disclosure Letter. To States of the extent United States and in each foreign jurisdiction where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not previously disclosed reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Parent. The minute book and other organizational documents (and all amendments thereto) for each of Parent, Merger Subsidiary and each Parent SEC Filings, all of the outstanding capital stock or other equity securities or voting interests, Subsidiary that qualifies as the case may be, of each Significant Subsidiary of Parent are owned, of record and beneficially, by Parent or a Significant Subsidiary of Parent, free have been made available to Subject Company for its review, and clear are true and complete in all material respects as in effect as of all Liensthe date of this Agreement. A true, other than a Permitted Lien. To the extent not previously disclosed accurate and complete list of each Parent Subsidiary is included in Section 6.4 of the Parent SEC Filings, there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise relating to the capital stock of, or other equity or voting interest in, any Significant Subsidiary of Parent or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any capital stock of, or other equity or voting interest in, such Significant Subsidiary, other than such rights granted to Parent or a Significant Subsidiary of Parent. To the extent not previously disclosed in the Parent SEC Filings, there are no Contracts to which any Significant Subsidiary of Parent is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any shares of the capital stock of, or other equity or voting interest in, any Significant Subsidiary of Parent or any other Person or (ii) vote or dispose of any shares of the capital stock of, or other equity or voting interest in, any Significant Subsidiary of ParentDisclosure Memorandum. (c) Neither Parent nor any of its Significant Subsidiaries owns, directly or indirectly, any capital stock of, or other equity, ownership, proprietary or voting interest in, any Person except as disclosed in the Parent SEC Filings. (d) Except as disclosed in the Parent SEC Filings, there are no restrictions of any kind which prevent or restrict the payment of dividends or other distributions by Parent or any of Parent’s Significant Subsidiaries other than those imposed by the Laws of general applicability of their respective jurisdictions of organization.

Parent Subsidiaries. (a) To the extent not previously disclosed in the Parent SEC Filings, set forth on Section 5.5(a5.4(a) of the Parent Disclosure Letter is a complete Schedule sets forth (i) the legal name and accurate list of each Significant Subsidiary of Parent and the jurisdiction of organization of such Significant Subsidiaries. Each Significant each Subsidiary of Parent (each, a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”), (ii) the authorized capital stock or other equity interest of each Parent Subsidiary, (iii) the number and designation of all issued and outstanding shares of capital stock or other equity interest of each Parent Subsidiary (collectively, the “Parent Subsidiary Shares”), and (iv) the current, direct and indirect, percentage ownership of the outstanding Parent Subsidiary Shares by Parent. Other than the Parent Subsidiaries set forth in Section 5.4(a) of the Parent Disclosure Schedule, there are no other Persons in which Parent or any Parent Subsidiary owns, of record or beneficially, any direct or indirect equity interest or any right (contingent or otherwise) to acquire such an equity interest. Except as set forth in Section 5.4(a) of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary is a member of any partnership or limited liability company, nor is Parent or any Parent Subsidiary a participant in any joint venture or similar arrangement constituting a legal entity. (b) Each of the Parent Subsidiaries is duly organized, organized or formed and validly existing and in good standing (or, if applicable, in a foreign jurisdiction, enjoys the equivalent status under the Laws of any jurisdiction of organization outside of the United States) under the laws of the its respective jurisdiction of its organization organization, and has all the requisite corporate organizational power and authority to own its material property own, operate or lease the respective properties and assets now owned, operated or leased by it, and to carry on its respective business in all material respects as currently conducted by each such Parent Subsidiary. Each of the Parent Subsidiaries is duly qualified to do business as now being conducteda foreign organization, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Company and other Parent Subsidiaries to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse Effect with respect to Parent. True and complete copies of the organizational documents of each Parent Subsidiary, each as amended and in effect as of the date of this Agreement, have been made available to the Company. (bc) To the extent not previously disclosed in the Parent SEC Filings, each Significant Subsidiary of Parent has the capitalization set forth on Section 5.5(b) As of the date hereof, there are no outstanding options, warrants, calls, rights of conversion or other rights, agreements, arrangements or commitments of any kind or character, whether written or oral, to which Parent Disclosure Letter. To the extent not previously disclosed in the or any Parent SEC FilingsSubsidiary is a party, all or by which any of the outstanding them are bound, obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock or other equity securities or voting interests, as the case may be, of each Significant Subsidiary of Parent are owned, of record and beneficially, by Parent or a Significant Subsidiary of Parent, free and clear of all Liens, other than a Permitted Lien. To the extent not previously disclosed in the Parent SEC Filings, there are no outstanding or authorized options, warrants, rights, subscriptions, claims interests of any characterParent Subsidiary. (d) There are (i) no rights, agreements, obligationsarrangements or commitments of any kind or character, convertible whether written or exchangeable securitiesoral, or other commitments, contingent or otherwise relating to the capital stock of, or other equity or voting interest in, any Significant Subsidiary of which Parent or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any capital stock of, or other equity or voting interest in, such Significant Subsidiary, other than such rights granted to Parent or a Significant Subsidiary of Parent. To the extent not previously disclosed in the Parent SEC Filings, there are no Contracts to which any Significant Subsidiary of Parent is a party party, or by which they any of them are bound bound, obligating Parent or any Parent Subsidiary to (i) repurchase, redeem or otherwise acquire any shares of the capital issued and outstanding Parent Subsidiary Shares, (ii) no outstanding or authorized stock ofappreciation, phantom stock, profit participation, or other equity similar rights with respect to any Parent Subsidiary, and (iii) to the Knowledge of Parent, except as set forth in their respective organizational documents, no voting trusts, stockholder agreements, proxies or voting interest in, any Significant Subsidiary of other agreements or understandings in effect to which Parent or any other Person Parent Subsidiary is a party, or (ii) vote or dispose by which any of them are bound, with respect to the governance of any shares of Parent Subsidiary or the capital stock of, voting or other equity or voting interest in, any Significant Subsidiary of Parent. (c) Neither Parent nor any of its Significant Subsidiaries owns, directly or indirectly, any capital stock of, or other equity, ownership, proprietary or voting interest in, any Person except as disclosed in the Parent SEC Filings. (d) Except as disclosed in the Parent SEC Filings, there are no restrictions transfer of any kind which prevent or restrict the payment of dividends or other distributions by Parent or any of Parent’s Significant Subsidiaries other than those imposed by the Laws of general applicability of their respective jurisdictions of organizationSubsidiary Shares.

Parent Subsidiaries. (a) To the extent not previously disclosed in the Parent SEC Filings, Except as set forth on in Section 5.5(a) 6.4 of the Parent Disclosure Letter is a complete Memorandum, Parent or one of its wholly owned Subsidiaries owns all of the issued and accurate list outstanding shares of capital stock (or other equity interests) of each Significant of the Parent Subsidiaries. No capital stock (or other equity interest) of any Parent Subsidiary is or may become required to be issued (other than to another Parent Subsidiary) by reason of any rights, and there are no Contracts by which the Parent or any of the Parent Subsidiaries are bound to issue (other than to Parent or any of the Parent Subsidiaries) additional shares of its capital stock (or other equity interests) or Rights or by which Parent or any of the Parent Subsidiaries are or may be bound to transfer any shares of the capital stock (or other equity interests) of any of Parent or any of the Parent Subsidiaries (other than to Parent or any of the Parent Subsidiaries). There are no Contracts relating to the rights of Parent or any Parent Subsidiary to vote or to dispose of any shares of the capital stock (or other equity interests) of Parent or any of the Parent Subsidiaries. All of the shares of capital stock (or other equity interests) of each Parent Subsidiary held by Parent or any Parent Subsidiary are fully paid and nonassessable (except pursuant to 12 U.S.C. Section 55 in the case of national banks and comparable, applicable state Law, if any, in the case of state depository institutions) under the applicable corporation or similar Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by Parent or a Parent Subsidiary free and clear of organization of such Significant Subsidiariesany Liens. Each Significant Parent Subsidiary of Parent is either a bank, a savings association, partnership, limited liability corporation, or a corporation, and each such Subsidiary is duly organized, validly existing existing, and (as to corporations) in good standing (or, if applicable, in a foreign jurisdiction, enjoys the equivalent status under the Laws of any jurisdiction of organization outside of the United States) under the laws of the jurisdiction of its organization in which it is incorporated or organized, and has all requisite the corporate power and authority necessary for it to own own, lease, and operate its material property Assets and to carry on its business as now being conducted. (b) To the extent not previously disclosed . Each Parent Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the Parent SEC FilingsStates of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Parent. The minute book and other organizational documents (and all amendments thereto) for each Significant Subsidiary of Parent has the capitalization set forth on Section 5.5(b) of the and each Parent Disclosure Letter. To the extent not previously disclosed in the Parent SEC Filings, all of the outstanding capital stock or other equity securities or voting interests, as the case may be, of each Significant Subsidiary of Parent are owned, of record and beneficially, by Parent or that is a Significant Subsidiary of Parenthave been made available to Subject Company for its review, free and clear of all Liens, other than a Permitted Lien. To the extent not previously disclosed are true and complete as in the Parent SEC Filings, there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise relating to the capital stock of, or other equity or voting interest in, any Significant Subsidiary of Parent or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any capital stock of, or other equity or voting interest in, such Significant Subsidiary, other than such rights granted to Parent or a Significant Subsidiary of Parent. To the extent not previously disclosed in the Parent SEC Filings, there are no Contracts to which any Significant Subsidiary of Parent is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any shares effect as of the capital stock of, or other equity or voting interest in, any Significant Subsidiary date of Parent or any other Person or (ii) vote or dispose of any shares of the capital stock of, or other equity or voting interest in, any Significant Subsidiary of Parentthis Agreement. (c) Neither Parent nor any of its Significant Subsidiaries owns, directly or indirectly, any capital stock of, or other equity, ownership, proprietary or voting interest in, any Person except as disclosed in the Parent SEC Filings. (d) Except as disclosed in the Parent SEC Filings, there are no restrictions of any kind which prevent or restrict the payment of dividends or other distributions by Parent or any of Parent’s Significant Subsidiaries other than those imposed by the Laws of general applicability of their respective jurisdictions of organization.