Common use of Subsidiaries Clause in Contracts

Subsidiaries. (a) Section 5.7(a) of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) The Subsidiaries of the Disclosure Company as of the date hereof are set forth on Schedule sets forth: (i) 5.02, including a description, in each case as of the name date hereof, of the capitalization of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated such Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers record owners of all securities and directors other equity interests in each Subsidiary. Each Subsidiary has been duly formed or managers organized and is validly existing under the Laws of each Consolidated Subsidiary; its jurisdiction of incorporation or organization and (vi) has the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses organizational power and authority to do own, lease and operate its assets and properties and to conduct its business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934it is now being conducted, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationcase, except where the failure to be so qualify licensed or qualified or to have such power and authority would not not, individually or in the aggregate, reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave a Material Adverse Effect. Each Consolidated Subsidiary has all requisite power is duly licensed or qualified and authority to carry on the businesses in good standing as a foreign corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws be so licensed or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under qualified or in violation of any provision of its chartergood standing, bylaws or other organizational documents as applicable, except where the effect of any such default failure to be so licensed or violation qualified would not not, individually or in the aggregate, reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave a Material Adverse Effect. All The certificate of incorporation and bylaws (or analogous organizational documents) of each of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially Company’s Subsidiaries previously made available by either the Company or another Consolidated Subsidiary to Parent are true, correct and complete and are held or owned free and clear in effect as of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition date of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiarythis Agreement. (cb) Except as set forth in Section 5.7(c) As of the Disclosure Scheduledate hereof, except for the Company’s or any of its Subsidiaries’ ownership interest in such Subsidiaries, neither the Company does not control directly nor its Subsidiaries own any capital stock or indirectly or have any direct or indirect other equity participation or similar interest interests in any corporationother Person or has any right, partnershipoption, limited liability companywarrant, joint ventureconversion right, trust stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other entity that is not a Subsidiary. (d) Effective as equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of the consummation capital stock or other equity interests, of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiariessuch Person.

Subsidiaries. (a) Section 5.7(a) of the Disclosure Schedule sets forth: (i) CNB Financial’s Disclosure Letter sets forth with respect to each of CNB Financial’s Subsidiaries its name, its jurisdiction of incorporation, CNB Financial’s percentage ownership, the number of shares of stock owned or controlled by CNB Financial and the name and number of shares held by any other person who owns any stock of the Subsidiary. CNB Financial owns of record and beneficially all the capital stock of each Consolidated Subsidiary; of its Subsidiaries free and clear of any Liens. There are no contracts, commitments, agreements or understandings relating to CNB Financial’s right to vote or dispose of any equity securities of its Subsidiaries. CNB Financial’s ownership interest in each of its Subsidiaries is in compliance with all applicable laws, rules and regulations relating to equity investments by bank holding companies or national banking associations. (ii) Each of CNB Financial’s Subsidiaries is a corporation duly organized and validly existing under the type laws of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the its jurisdiction of organization of each Consolidated Subsidiary; (v) incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to conduct the names of the officers business currently being conducted by it and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is duly qualified or holds licenses to do business licensed as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct transact business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such Consolidated Subsidiary’s businesses qualification or the ownership or leasing of its properties requires such qualificationlicensing necessary, except where the failure to be so qualify qualified or licensed and in good standing would not reasonably have a Material Adverse Effect on such Subsidiary. (iii) The outstanding shares of capital stock of each Subsidiary have been validly authorized and are validly issued, fully paid and nonassessable. No shares of capital stock of any Subsidiary of CNB Financial are or may be expected required to be materially adverse issued by virtue of any options, warrants or other rights, no securities exist that are convertible into or exchangeable for shares of such capital stock or any other debt or equity security of any Subsidiary, and there are no contracts, commitments, agreements or understandings of any kind for the issuance of additional shares of capital stock or other debt or equity security of any Subsidiary or options, warrants or other rights with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiarysecurities. (civ) Except No Subsidiary of CNB Financial other than Commonwealth National Bank is an “insured depository institution” as set forth defined in Section 5.7(c) the Federal Deposit Insurance Act, as amended, and the applicable regulations thereunder. Commonwealth National Bank’s deposits are insured by the FDIC to the fullest extent permitted by law. Commonwealth National Bank is a member in good standing of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest Federal Home Loan Bank of Boston. Commonwealth National Bank engages only in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. activities (d) Effective as and holds properties only of the consummation types) permitted by the National Bank Act and the rules and regulations of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded SubsidiariesOCC promulgated thereunder.

Subsidiaries. (a) Section 5.7(a) Each Subsidiary of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary Company is a corporation or other entity duly organizedincorporated, validly existing and in good standing under the laws of the its jurisdiction of incorporation, has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under substantially the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationsame manner as now conducted, except where for those licenses, authorizations, permits, consents and approvals the failure to so qualify absence of which would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave, individually or in the aggregate, a Company Material Adverse Effect. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated such Subsidiary is duly qualified to do business as a foreign corporation and is in default under or good standing in violation of any provision of its chartereach jurisdiction where such qualification is necessary, bylaws or other organizational documents except for those jurisdictions where the effect of any such default or violation failure to be so qualified would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave, individually or in the aggregate, a Company Material Adverse Effect. All Except as set forth in Section 4.06(a) of the issued Company Disclosure Schedule, all Subsidiaries of the Company and their respective jurisdictions of incorporation are identified in the Company 10-K. Except for Subsidiaries of the Company, neither the Company nor any of its Subsidiaries owns more than 5% of the outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of in any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated SubsidiaryPerson. (cb) Except as set forth in Section 5.7(c4.06(b) of the Company Disclosure Schedule, all of the outstanding capital stock of or other voting securities or ownership interests in each Subsidiary of the Company does not control is owned by the Company, directly or indirectly indirectly, free and clear of any Lien and free of any other limitation or have restriction (including any direct restriction on the right to vote, sell or indirect equity participation otherwise dispose of such capital stock or similar interest other voting securities or ownership interests). Except as set forth in the preceding sentence, there are no outstanding (i) shares of capital stock of or other voting securities or ownership interests in any corporation, partnership, limited liability company, joint venture, trust Subsidiary of the Company or (ii) options or other entity that is not a Subsidiary. (d) Effective as rights to acquire from the Company or any of its Subsidiaries, or other obligation of the consummation Company or any of its Subsidiaries to issue, any capital stock of or other voting securities or ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock of or other voting securities or ownership interests in, any Subsidiary of the Closing, Company (the items in clauses (i) and (ii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company will not hold or any direct of its Subsidiaries to repurchase, redeem or indirect equity interest in otherwise acquire any of the Excluded SubsidiariesCompany Subsidiary Securities.

Subsidiaries. (a) Section 5.7(a) The Company Disclosure Letter sets forth the name and state or jurisdiction of incorporation of each Subsidiary. Each of the Disclosure Schedule sets forth: Subsidiaries (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to conduct do business as a foreign corporation and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) where the character of the Disclosure Scheduleproperties owned, which jurisdictions constitute the only jurisdictions in which leased or operated by it or the nature of its business makes such Consolidated Subsidiary’s businesses qualification or the ownership or leasing of its properties requires such qualification, licensing necessary except where the failure to be so qualify qualified or licensed would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on not, individually or in the businesses in which it is engaged and to own and use the properties owned and used by itaggregate, have a Company Material Adverse Effect. The Company has delivered furnished or made available to the Buyer Parent true and complete and accurate copies of the certificate of formation, limited liability company agreement, charterincorporation, bylaws or other comparable organizational documents of each Consolidated Subsidiary currently Subsidiary, each as amended to date. Such organizational documents are in full force and effect. No Consolidated , and no Subsidiary is in default under or in violation of any provision therein. (b) The Company owns beneficially and of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All record all of the issued and outstanding equity interests capital stock or other securities of each Consolidated Subsidiary are and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. Each outstanding share of capital stock or other securities of each Subsidiary is duly authorized, validly issued, fully paid, paid and nonassessable and free of preemptive rights. All each such share or other equity interests of each Consolidated Subsidiary are held of record and interest owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned is free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws)all security interests, liens, claims, Lienspledges, options, warrantsrights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, contracts, calls, commitments, equities charges and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition other encumbrances of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiarynature whatsoever. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) For each Company Subsidiary, Section 5.7(a3.3(a) of the Company Disclosure Schedule sets forth: (i) lists the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the name, jurisdiction of organization of incorporation or organization, and each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated jurisdiction such Company Subsidiary is qualified to do business. (b) Each Company Subsidiary is a corporation or holds licenses limited liability company duly incorporated or organized, validly existing and in good standing (except in the case of good standing, any jurisdiction that does not recognize such concept) under the laws of its jurisdiction of incorporation or organization, and has all corporate or limited liability powers, except where failure to be so incorporated or organized, validly existing or in good standing (except in the case of good standing, any jurisdiction that does not recognize such concept), or to have such corporate or limited liability powers would not have a Material Adverse Effect. Each Company Subsidiary is duly qualified to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934limited liability company, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of in each jurisdiction listed where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in Section 5.7(a) good standing would not have a Material Adverse Effect. Other than its Subsidiaries, neither the Company nor any of the Disclosure ScheduleSubsidiaries beneficially owns or controls, which jurisdictions constitute the only jurisdictions in which the nature directly or indirectly, any equity or similar securities of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws any corporation or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under entity whether incorporated or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. unincorporated. (c) All of the issued and outstanding equity shares of capital stock of, or other voting securities or ownership interests in, each of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company Subsidiaries are owned by the Company, directly or another Consolidated Subsidiary and are held or owned indirectly, free and clear of any restrictions on transfer (Lien other than Liens specified in the organizational documents of such Company Subsidiary and other than any restrictions imposed under the Securities Act and state Act. Other than the outstanding shares of capital stock of, or other voting securities laws)or ownership interests in, claimseach Company Subsidiary that is owned by the Company, Liensdirectly or indirectly through one or more Subsidiaries, options, warrants, rights, contracts, calls, commitments, equities and demands. There there are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition (i) shares of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom capital stock or similar rights with respect to any Consolidated Subsidiary. There are no other voting trusts, proxies securities or other agreements or understandings with respect to the voting of any equity ownership interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Company’s Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any of the Company’s Subsidiaries, or (iii) options or other rights by any Person other than the Company or any of its Subsidiaries to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any of the Company’s Subsidiaries.

Subsidiaries. (a) Section 5.7(a5.06(a) of the Company Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and forth a complete and accurate correct list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names Subsidiary of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedCompany. (b) Each Consolidated Subsidiary of the Company is a corporation or other business entity duly organizedincorporated or organized (as applicable), validly existing and in good standing under the laws of the its jurisdiction of incorporation or organization and has all corporate or other organizational powers required to carry on its incorporationbusiness as now conducted. Each Consolidated such Subsidiary is duly qualified to conduct do business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of where such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationqualification is necessary, except for those jurisdictions where the failure to be so qualify qualified or in good standing would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated have, individually or in the aggregate, a Company Material Adverse Effect. (c) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary has all requisite power of the Company, is owned by the Company, directly or indirectly, free and authority to carry clear of any Lien and free of any other limitation or restriction (including any restriction on the businesses in which it is engaged and right to own and use the properties owned and used by itvote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). The Company has delivered to the Buyer complete and accurate copies Section 5.06(c) of the certificate Company Disclosure Schedule identifies, for each Subsidiary of formationthe Company that is not wholly-owned by the Company, limited liability company agreement, charter, bylaws the percent of the voting equity securities of such Subsidiary owned by the Company. There are no outstanding (x) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other organizational documents voting securities or ownership interests in any Subsidiary of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under the Company, (y) options, warrants or in violation of other rights or arrangements to acquire from the Company or any provision of its charterSubsidiaries, bylaws or other organizational documents except where obligations or commitments of the effect Company or any of its Subsidiaries to issue, any such default capital stock or violation would not reasonably be expected other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of the Company, or (z) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, any Subsidiary of the Company (the items set forth in Section 5.06(c) of the Company Disclosure Schedule being referred to be materially adverse with respect collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to such Consolidated Subsidiaryrepurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. All of the issued and outstanding equity interests of each Consolidated Company Subsidiary Securities are duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiarynonassessable. (d) Effective as of the consummation of the Closing, Except for the Company will not hold any direct or indirect equity interest in Subsidiary Securities, neither the Company nor any of the Excluded Subsidiariesits Subsidiaries directly or indirectly owns any capital stock of, or other equity, ownership, profit, voting or similar interest in, or any interest convertible, exchangeable or exercisable for any equity, ownership, profit, voting or similar interest in, any Person.

Subsidiaries. (a) Section 5.7(a4.3(a) of the CPT Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and forth a complete and accurate correct list as of the holder(sdate hereof, of all Subsidiaries of CPT. Each Subsidiary of CPT (including without limitation Parent, CPT Merger Sub and Inuvo Merger Sub) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of organization and has the requisite power and authority to own, lease, license and operate its incorporation. Each Consolidated assets and properties and to carry on its business as it is now being conducted, and each Subsidiary of CPT is duly qualified to conduct business transact business, and is in good standing under the laws of standing, in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the properties owned, leased, licensed or operated by it or the nature of the business conducted by it makes such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationqualification necessary, except where the such failure to be so qualify duly approved, qualified or licensed and in good standing has not had and would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formationhave, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under individually or in violation of any provision of its charterthe aggregate, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. a CPT Material Adverse Effect. (b) All of the issued and outstanding shares of capital stock or other equity interests of each Consolidated Subsidiary of CPT are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rightsrights and are wholly-owned directly or indirectly by CPT. All equity interests of the issued and outstanding shares of capital stock of each Consolidated Subsidiary are held of record CPT were issued in compliance with applicable Laws. None of the issued and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear outstanding shares of capital stock of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws)Subsidiary of CPT were issued in violation of any agreement, claims, Liensarrangement or commitment to which any Subsidiary of CPT or CPT is a party or is subject to or in violation of any preemptive or similar rights of any Person. There are no subscriptions, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements commitments, understandings, restrictions or understandings with respect arrangements relating to the issuance, sale, voting or transfer of any shares of capital stock or other equity interests of any Consolidated SubsidiarySubsidiary of CPT, including any right of conversion or exchange under any outstanding security, instrument or agreement. CPT has no material investment in any entity other than its Subsidiaries. (c) Except CPT has heretofore furnished to Inuvo in the CPT Data Room a complete and correct copy of each of CPT’s Subsidiaries’ Articles of Incorporation, Certificate of Incorporation, Articles of Organization or Operating Agreement, as set forth the case may be (collectively, the “CPT Subsidiary Charters”), and Bylaws (collectively, the “CPT Subsidiary Bylaws”), each as amended to date. The CPT Subsidiary Charters and the CPT Subsidiary Bylaws are in Section 5.7(c) full force and effect. CPT’s Subsidiaries are not in violation of any provision of the Disclosure Schedule, applicable CPT Subsidiary Charters or the Company does not control directly or indirectly or have applicable CPT Subsidiary Bylaws. CPT has made available to Inuvo in the CPT Data Room copies of the charters of each committee of the Board of Directors of each Subsidiary of CPT and any direct or indirect equity participation code of conduct or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiarypolicy adopted by each Subsidiary of CPT. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) Each Subsidiary of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary Company is a corporation or other entity duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being conducted except, in each case, where the failure to be so incorporated, existing or in good standing does not have a Material Adverse Effect. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or license necessary, except for those jurisdictions where failure to be so qualified does not have a Material Adverse Effect. All Subsidiaries of the Company and their respective jurisdictions of incorporation are identified on Section 4.06(a) of the Company Disclosure Schedule. Section 4.06(a) of the Company Disclosure Schedule also correctly sets forth the name of each Subsidiary of the Company, the jurisdiction of its incorporation, the Persons owning the outstanding capital stock of such Subsidiary and the amounts of such capital stock so owned. Each Consolidated No Subsidiary is duly qualified to conduct business and of the Company is in good standing violation of or default under any of the laws provisions of each jurisdiction listed in its articles of incorporation, bylaws or similar organizational documents, except for such violations or defaults as do not have a Material Adverse Effect. (b) Except as set forth on Section 5.7(a4.06(b) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate outstanding shares of formationcapital stock of, limited liability company agreement, charter, bylaws or other organizational documents of voting securities or ownership interests in, each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary Company, are duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary non assessable and are held owned by the Company, directly or owned indirectly, free and clear of any restrictions Lien and free of any other limitation or restriction (including any restriction on transfer (the right to vote, sell or otherwise dispose of such shares of capital stock or other voting securities or ownership interests) other than restrictions under the Securities Act imposed by federal and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding (i) securities of the Company or authorized any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company or (ii) options, warrants, calls, preemptive rights, agreements subscriptions or commitments providing other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any shares of capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any shares of capital stock or other voting securities or ownership interests in, any Subsidiary of the issuance, disposition or acquisition of any equity interests of any Consolidated SubsidiaryCompany (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY SECURITIES"). There are no outstanding stock appreciationobligations of the Company or any of its Subsidiaries to repurchase, phantom stock redeem or similar rights with respect to otherwise acquire any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to of the voting of any equity interests of any Consolidated SubsidiaryCompany Subsidiary Securities. (c) Except as set forth in Section 5.7(c4.06(c) of the Company Disclosure Schedule, Schedule sets forth the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity name and jurisdiction of each Person that is not a Subsidiary. (d) Effective as Subsidiary of the consummation Company but in which the Company directly or indirectly holds any equity or other ownership interest in excess of fifteen percent of outstanding equity interests in such Person (each, a "MINORITY INVESTMENT"). There are no outstanding obligations of the ClosingCompany or any of its Subsidiaries to provide funds to make any investment (in the form of a loan, the Company will not hold any direct capital contribution or indirect equity interest otherwise) in any of the Excluded SubsidiariesMinority Investment.

Subsidiaries. (a) Section 5.7(a) 3.04 of the Disclosure Schedule sets forth: forth all of Envoy’s (iother than ViPS and its Subsidiaries) and MedE’s direct and indirect Subsidiaries as of the date of this Agreement and as of the Closing, listing for each subsidiary, its name and its jurisdiction of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) incorporation, its authorized capital stock or other ownership interests and the number of issued and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation shares or other entityownership interest. *** Represents material omitted per the registrant's Confidential Treatment Request Other than with respect to such Subsidiaries and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, except as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed set forth in Section 5.7(a) 3.04 of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses neither Envoy nor MedE own, directly or the ownership or leasing of its properties requires such qualificationindirectly, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws any capital stock or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity ownership interests of any Consolidated SubsidiaryPerson. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) 3.04 of the Disclosure Schedule, as of the Company does not control date of this Agreement and as of the Closing, all of the issued and outstanding shares or other ownership interests of each of the Subsidiaries listed in Section 3.04 of the Disclosure Schedule have been duly authorized and validly issued and are fully paid and nonassessable and, at the Closing, all such issued and outstanding shares or other ownership interests will be owned directly or indirectly by Envoy or have MedE, as the case may be, free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.04 of the Disclosure Schedule. Except as set forth in Section 3.04 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock or other ownership interests of any of the Subsidiaries listed in Section 3.04 of the Disclosure Schedule or obligating either Parent or any such Subsidiary (or their Affiliates) to issue or sell any capital stock or other ownership interests in any such Subsidiary. Except as set forth in Section 3.04 of the Disclosure Schedule, as of the Closing, all of the Companies will be direct or indirect wholly-owned Subsidiaries of Master LLC and Master LLC will own no direct or indirect equity participation or similar interest interests in any corporation, partnership, limited liability company, joint venture, trust or Person other entity that is not a Subsidiary. (d) Effective as of than the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(aSchedule 4.2(a) of the Buyer Disclosure Schedule sets forth: (i) the name forth a true and complete list of each Consolidated Subsidiary; (ii) the type Significant Subsidiary of entity Parent and each other Subsidiary of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the Parent that is not directly or indirectly wholly owned by Parent or its Significant Subsidiaries, together with its jurisdiction of organization of each Consolidated Subsidiary; (v) the names and its authorized and outstanding Equity Securities as of the officers and directors or managers date hereof. Each Subsidiary of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary Parent is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing existing, and in good standing under the laws of the its jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its incorporation. Each Consolidated Subsidiary Assets and to carry on its portion of the Parent Business as currently conducted and is duly qualified to conduct do business and is in good standing under the laws of as a foreign corporation or other entity in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or where the ownership or leasing operation of its properties Assets or the conduct of its business requires such qualification, except where for failures to be so duly organized, validly existing, qualified or in good standing that would not, individually or in the failure to so qualify would not aggregate, reasonably be expected to be materially adverse with respect have a Parent Material Adverse Effect. Buyer has provided or made available to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power Seller true and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, incorporation and bylaws (or other similar organizational documents documents) of each Consolidated Subsidiary currently of the Significant Subsidiaries of Parent as in effecteffect as of the date hereof. No Consolidated Subsidiary is in default under As of the date hereof, Parent owns, directly or in violation of any provision indirectly, through one or more of its charterother Subsidiaries, bylaws or other organizational documents except where all right, title and interest in and to all outstanding Equity Securities of the effect Subsidiaries indicated as owned by it on Schedule 4.2(a) of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiarythe Buyer Disclosure Schedule. All of the issued and outstanding equity interests Equity Securities of each Consolidated Subsidiary are the Subsidiaries of Parent have been duly authorized, and are validly issued, fully paid, nonassessable paid and free non-assessable. (b) As of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record the date hereof and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear except in respect of any restrictions on transfer of the following rights that are for the benefit of any Person that is, directly or indirectly, a wholly owned Subsidiary of Parent, (i) there are no preemptive or other than restrictions under the Securities Act and state securities laws), claims, Liensoutstanding rights, options, warrants, conversion rights, contractsstock appreciation rights, callsredemption rights, commitmentsrepurchase rights, equities agreements, arrangements or commitments of any character under which the Subsidiaries of Parent are or may become obligated to issue or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the Equity Securities of the Subsidiaries of Parent, and demands. There no securities or obligations evidencing such rights are authorized, issued or outstanding, (ii) the outstanding Equity Securities of the Subsidiaries of Parent are not subject to any voting trust agreement or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Equity Securities and (iii) there are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trustsproviding economic benefits based, proxies directly or other agreements indirectly, on the value or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) price of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as Equity Securities of the consummation Subsidiaries of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded SubsidiariesParent.

Subsidiaries. (a) Section 5.7(a) On and as of the Disclosure Effective Date and after giving effect to the Transaction, Holdings has no Subsidiaries other than Westlake Wellbeing Company LLC, The California Wellbeing Institute, LLC and Intermediate Holdco and its Subsidiaries, and Intermediate Holdco has no Subsidiaries other than those Subsidiaries listed on Schedule VIII. Schedule VIII correctly sets forth: , as of the Effective Date and after giving effect to the Transaction, (i) the name percentage ownership (direct and indirect) of the Borrower in each class of capital stock or other Equity Interests of each Consolidated Subsidiary; of its Subsidiaries and also identifies the direct owner thereof and (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All outstanding shares of the issued and outstanding equity interests capital stock or other Equity Interests of each Consolidated Subsidiary are of Intermediate Holdco have been duly authorized, and validly issued, are fully paidpaid and non-assessable and, nonassessable and in the case of Non-Wholly Owned Subsidiaries of the Borrower, have been issued free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) on Part B of the Disclosure ScheduleSchedule VII attached hereto, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporationno Subsidiary of Intermediate Holdco, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation Effective Date, has outstanding (i) any securities convertible into or exchangeable for its capital stock or other Equity Interests (ii) any right to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character relating to, its capital stock or (iii) other Equity Interests or any stock appreciation or similar rights. Except for the existing investments described on Schedule IX, as of the ClosingEffective Date, the Company will not hold any direct or indirect equity interest in neither Holdings nor any of the Excluded Subsidiariesits Subsidiaries owns or holds, directly or indirectly, any capital stock or equity security of, or any other Equity Interests in, any Person other than its Subsidiaries indicated on Schedule VIII.

Subsidiaries. Schedule 4.03 sets forth for each Subsidiary: (a) Section 5.7(a) its name and jurisdiction of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiaryincorporation; (ii) the type of entity of each Consolidated Subsidiary; (iiib) the number and type of outstanding equity securities shares of authorized capital stock of each Consolidated Subsidiary and a complete and accurate list class of the holder(s) thereofits capital stock; (ivc) the jurisdiction number of organization issued and outstanding shares of each Consolidated Subsidiary; (v) class of its capital stock, the names of the officers holders thereof and directors or managers the number of shares held by each Consolidated Subsidiarysuch holder; (d) the number of shares of its capital stock held in treasury and (vie) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entitynames and addresses of its directors and officers. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified authorized to conduct its business and is in good standing under the laws of in each jurisdiction state listed opposite its name in Section 5.7(a) Schedule 4.03, which constitute all of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except states where the failure to be so qualify qualified would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryadversely affect the condition (financial or otherwise), properties, assets or operations of the Business. Each Consolidated Subsidiary has all requisite full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests shares of capital stock of each Consolidated Subsidiary have been duly authorized and are duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rightsnonassessable. All equity interests of each Consolidated Subsidiary are held The Company holds of record and owned owns beneficially by either all of the Company or another Consolidated Subsidiary and are held or owned outstanding shares of each Subsidiary, free and clear of any restrictions on transfer (other than restrictions under the Securities Act federal and state securities laws), claims, Taxes or Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, purchase rights, agreements subscription rights, conversion rights, exchange rights or other contracts or commitments providing for that could require the issuanceCompany or any of its Subsidiaries to sell, disposition transfer or acquisition otherwise dispose of any equity interests capital stock of any Consolidated Subsidiaryof its Subsidiaries or that could require any Subsidiary to issue, sell or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock stock, profit participation or similar rights with respect to any Consolidated capital stock or other securities of any Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests capital stock of any Consolidated Subsidiary. (c) . Except as set forth noted in Section 5.7(c) of the Disclosure ScheduleSchedule 4.03, neither the Company does not control nor any of its Subsidiaries controls directly or indirectly or have has any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that business association which is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) of the Disclosure Schedule 4.4 sets forth: (i) forth the name of each Consolidated Subsidiary; Subsidiary of BGHL, and with respect to each Subsidiary of BGHL (iia) the type its jurisdiction of entity of each Consolidated Subsidiary; organization, (iiib) its authorized shares or other equity interests (if applicable), (c) the number of issued and type outstanding shares or other equity interests and the record holders and beneficial owners, (d) its Tax classification for U.S. federal income and other applicable Tax laws, if any, and (e) any limitation on the ability of BGHL to exercise voting control of its Subsidiary, if any. All of the outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary BGHL are duly authorized, authorized and validly issued, fully paidpaid and non-assessable (if applicable), nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record were offered, sold and owned beneficially by either the Company or another Consolidated Subsidiary delivered in compliance with all applicable securities Laws, and are held or owned by BGHL free and clear of all Liens. There are no Contracts to which BGHL or any restrictions on transfer of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the equity interests of any Subsidiary of BGHL other than restrictions under the Securities Act Organizational Documents of any such Subsidiary, and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsconsummating the transactions contemplated by this Agreement will not result in a change in control or otherwise give rights to any equity holder in any BGHL’s Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements agreements, subscriptions, convertible securities or commitments to which any Subsidiary of BGHL is a party, or which are binding upon any Subsidiary of BGHL providing for the issuance, disposition issuance or acquisition redemption of any equity interests of any Consolidated SubsidiarySubsidiary of BGHL. BGHL owns all of the outstanding equity securities of its Subsidiaries directly free and clear of all Liens. There is no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary of BGHL. No Subsidiary of BGHL has any limitation, whether by Contract, Order or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Except for the equity interests of BGHL’s Subsidiaries listed on Schedule 4.4, no Target Company owns or has the right to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person. Except as set forth on Schedule 4.4, neither BGHL nor its Subsidiaries is a participant in any joint venture, partnership or similar arrangement. There are no outstanding stock appreciationcontractual obligations of BGHL or its Subsidiaries to provide funds to, phantom stock or similar rights with respect to make any Consolidated Subsidiary. There are no voting trustsinvestment (in the form of a loan, proxies capital contribution or otherwise) in, any other agreements or understandings with respect to the voting of any equity interests of any Consolidated SubsidiaryPerson. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) Except as set forth in Schedule 3.7, each Subsidiary of ASFC has been duly incorporated or organized and is validly existing as a corporation, partnership or association in good standing under the Disclosure Schedule sets forth: (i) the name laws of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the its jurisdiction of incorporation or organization and has all powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. Each Subsidiary of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary ASFC is duly qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request organization and filed separately with the Securities is in good standing in each jurisdiction where such qualification is necessary, or is duly licensed to do business as an insurer and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934is in good standing in each jurisdiction where such licensing is necessary, as amendedthe case may be, except for those jurisdictions where failure to be so qualified or licensed, as the case may be, would not, individually or in the aggregate, have a Material Adverse Effect on ASFC. All Subsidiaries of ASFC and their respective jurisdictions of incorporation or organization are identified on Schedule 3.7. (b) Each Consolidated All outstanding shares of capital stock of each Subsidiary is a corporation or other entity of ASFC have been duly organized, authorized and validly existing issued and in good standing under the laws are fully paid and non-assessable. As of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is Closing Date, except as set forth in good standing under the laws of each jurisdiction listed in Section 5.7(a) Schedule 3.7, all of the Disclosure Scheduleoutstanding capital stock of, which jurisdictions constitute the only jurisdictions in which the nature and other voting securities or ownership interests in, each Subsidiary of such Consolidated Subsidiary’s businesses ASFC will be owned by ASFC, directly or the ownership or leasing of its properties requires such qualificationindirectly, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer Lien. Except as set forth in Schedule 3.7, there are no outstanding (i) securities of ASFC or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other than restrictions under voting securities or ownership interests in any Subsidiary of ASFC or (ii) options or other rights to acquire from ASFC or any of its Subsidiaries, or other obligations of ASFC or any of its Subsidiaries to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of ASFC (the Securities Act items in clauses (i) and state securities laws(ii) being referred to collectively as the "Subsidiary Securities"), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding obligations of ASFC or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiariesits Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Subsidiaries. (a) Section 5.7(a) 3.5 of the of the Disclosure Schedule Schedules correctly sets forth: (i) forth the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) Target Company, the jurisdiction of its organization and the Persons owning the outstanding equity interest of each Consolidated such Subsidiary; (v) the names . Each Subsidiary of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary Target Company is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business organization and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has possesses all requisite power and authority necessary to own its properties and to carry on the its businesses as now being conducted and as presently proposed to be conducted and is qualified to do business in every jurisdiction in which its ownership of property or the conduct of business requires it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryqualify. All of the issued and outstanding equity interests interest of each Consolidated Subsidiary are duly authorized, of the Target Company is validly issued, fully paidpaid and nonassessable, nonassessable and free and, except as set forth on Section 3.5 of preemptive rights. All the of the Disclosure Schedules, all of the equity interests interest of each Consolidated such Subsidiary are held of record and is owned beneficially by either the Target Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsall Encumbrances. There are no outstanding rights or authorized options, options to subscribe for or to purchase any equity interest of any Subsidiary of the Target Company or any stock or other securities convertible into or exchangeable for such equity interest. No Subsidiary of the Target Company is subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its equity interest or any warrants, rights, agreements options or commitments providing for other rights to acquire its equity interest. None of the issuance, disposition or acquisition equity interest of any equity interests Subsidiary of the Target Company is subject to, or was issued in violation of, any Consolidated Subsidiary. There are no outstanding stock appreciationpurchase option, phantom stock call option, right of first refusal or offer, co-sale or participation right, preemptive right, subscription right or similar rights with respect to any Consolidated Subsidiaryright. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in on Section 5.7(c) 3.5 of the of the Disclosure ScheduleSchedules, neither the Target Company does not control directly nor any of its Subsidiaries owns or indirectly holds the right to acquire any Target Company Membership Interest or have any direct other security or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust other Person or other entity that is not a Subsidiary. (d) Effective as has any obligation to make any Investment in any Person. Section 3.5 of the consummation Disclosure Schedules sets forth a list of all officers and directors of each of the ClosingTarget Company’s Subsidiaries. The copies of each Subsidiary’s articles of incorporation and bylaws (or similar governing documents or operating agreements) have been furnished to Holdings, reflect all amendments made thereto at any time prior to the Company will not hold any direct or indirect equity interest in any date of the Excluded Subsidiariesthis Agreement and are true, correct and complete.

Subsidiaries. Section 4.6 of the Company Disclosure Letter sets forth for each Subsidiary of the Company (a) Section 5.7(a) its name and jurisdiction of the Disclosure Schedule sets forth: incorporation, (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iiib) the number and type of outstanding equity securities shares of authorized capital stock of each Consolidated Subsidiary and a complete and accurate list class of the holder(s) thereof; its capital stock, (ivc) the jurisdiction number of organization issued and outstanding shares of each Consolidated Subsidiary; (v) class of its capital stock, the names of the officers holders thereof, and directors or managers the number of shares held by each Consolidated Subsidiary; such holder, and (vid) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act number of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction shares of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is capital stock held in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiarytreasury. All of the issued and outstanding equity interests shares of capital stock of each Consolidated Subsidiary of the Company have been duly authorized and are duly authorized, validly issued, fully paid, nonassessable and free nonassessable. One of preemptive rights. All equity interests of each Consolidated Subsidiary are held the Company and its Subsidiaries holds of record and owned owns beneficially by either all of the Company or another Consolidated outstanding shares of each Subsidiary and are held or owned of the Company, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claimsTaxes, LiensSecurity Interests, options, warrants, purchase rights, contracts, calls, commitments, equities equities, claims, and demands. There are no outstanding or authorized options, warrants, purchase rights, agreements conversion rights, exchange rights, or other contracts or commitments providing for that could require any of the issuanceCompany and its Subsidiaries to sell, disposition transfer, or acquisition otherwise dispose of any equity interests capital stock of any Consolidated Subsidiaryof its Subsidiaries or that could require any Subsidiary of the Company to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock stock, profit participation, or similar rights with respect to any Consolidated SubsidiarySubsidiary of the Company. There are no voting trusts, proxies proxies, or other agreements or understandings with respect to the voting of any equity interests capital stock of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) Subsidiary of the Disclosure Schedule, Company. None of the Company does not control and its Subsidiaries controls directly or indirectly or have has any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability companytrust, joint venture, trust or other entity that business association which is not a Subsidiary. (d) Effective as Subsidiary of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded SubsidiariesCompany.

Subsidiaries. (a) Section 5.7(aSchedule 2.06(a) of the Disclosure Schedule sets forth: forth (i) the name of each Consolidated Subsidiary; , (ii) the type jurisdiction of entity incorporation or formation of each Consolidated Subsidiary; , (ii) the authorized, issued and outstanding capital stock or other equity securities of, or ownership interests in, each Subsidiary and (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors stockholders, equity holders or managers holders of ownership interests in each Consolidated Subsidiary; and (vi. Except as set forth in Schedule 2.06(a) of the jurisdictions in which each Consolidated Subsidiary is qualified Disclosure Schedule, the Company does not own, directly or holds licenses to do business as a foreign corporation indirectly, or have voting rights with respect to, any capital stock or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934equity securities of, as amendedor other ownership interests in, any corporation, partnership, limited liability company or other Person or have any direct or indirect interest in any business. (b) Each Consolidated Subsidiary that is a corporation or other entity is duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporationincorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted. Each Consolidated Subsidiary that is a limited partnership is duly qualified to conduct business formed, validly existing and is in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority as a partnership to own lease and operate its properties and to carry on its business as presently conducted. Each Subsidiary is duly qualified to transact business as a foreign corporation or foreign limited partnership (as the case may be) and is in good standing in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses its activities or the ownership character of the properties that it owns, leases or leasing of its properties requires operates makes such qualificationqualification necessary, except where the failure to be so qualify qualified or in good standing would not reasonably be expected to be materially adverse with respect to have a Material Adverse Effect on such Consolidated Subsidiary. Each Consolidated Subsidiary has Schedule 2.06(b) of the Disclosure Schedule sets forth a correct and complete list of all requisite power and authority to carry on the businesses jurisdictions in which it each Subsidiary is engaged and duly qualified to own and use the properties owned and used by ittransact business as a foreign corporation or foreign limited partnership. The Company has delivered to heretofore furnished the Buyer Purchaser with a correct and complete and accurate copies copy of the certificate of formation, limited liability company agreement, charter, bylaws Charter and Bylaws or other organizational documents document of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(cSchedule 2.06(c) of the Disclosure Schedule, all of the issued and outstanding shares of capital stock or other equity securities of, or ownership interests in, each Subsidiary (i) have been duly authorized, (ii) are validly issued, (ii) are (in the case of shares of capital stock) fully paid and nonassessable or not subject to any current or future capital calls and (iii) are owned by the Company, directly or indirectly, free and clear of all Liens. None of the issued and outstanding shares of capital stock or other equity securities of, or ownership interests in, any Subsidiary have been issued in violation of, or subject to, any preemptive rights or rights of subscription. All offers, issuances and sales by the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in Subsidiary of any corporation, partnership, limited liability company, joint venture, trust shares of the capital stock or other entity that is not a Subsidiary. (d) Effective as equity securities of, or other ownership interests in, any Subsidiary have been made in compliance with the registration and qualification requirements of the consummation all applicable federal and state securities laws. There are no outstanding options, warrants, calls, rights, convertible securities or other agreements or commitments of the Closing, any character pursuant to which the Company will not hold or any direct Subsidiary is or indirect may be obligated to issue or sell any issued or unissued shares of capital stock or other equity interest securities of, or ownership interests in, any Subsidiary or to purchase or redeem any shares of capital stock or other equity securities of, or ownership interests in, any Subsidiary or make any other payments in respect thereof, and there are no shares of capital stock or other equity securities of, or ownership interests in, any of the Excluded SubsidiariesSubsidiary reserved for issuance for any purpose.

Subsidiaries. (a) Section 5.7(a) 4C of the Company Disclosure Schedule Letter sets forth: (i) forth the name of each Consolidated Subsidiary; (ii) Subsidiary of the type Company, the jurisdiction of entity its incorporation or organization, the direct owner of each Consolidated Subsidiary; (iii) the number and type of outstanding capital stock or other equity securities of each Consolidated Subsidiary such Subsidiaries and a complete and accurate list the percentage of the holder(s) thereof; (iv) outstanding capital stock or other equity interests of such Subsidiary owned by the jurisdiction Company or any of organization of each Consolidated Subsidiary; (v) the names its Subsidiaries. Each such Subsidiary listed on Section 4C of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary Company Disclosure Letter is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other an entity duly organized, validly existing and in good standing (or an equivalent foreign concept to the extent applicable) under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary incorporation or organization and is duly qualified to conduct do business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave a Company Material Adverse Effect. Each Consolidated Subsidiary has all requisite power and authority to carry Except as set forth on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies Section 4C of the certificate Company Disclosure Letter, all of formation, limited liability company agreement, charter, bylaws the outstanding capital stock or other organizational documents equity securities of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any Liens, except for Liens arising pursuant to the Senior Credit Facility and restrictions on transfer (other than restrictions under the Securities Act and state applicable securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandslaw. There are no outstanding or authorized optionsrights, subscriptions, warrants, rights, agreements or commitments providing options to purchase or otherwise acquire any shares of capital stock or equity securities of any of the Subsidiaries or obligations of any kind convertible into or exchangeable for any shares of capital stock or equity securities of such Subsidiaries. Except for the issuanceSubsidiaries or except as set forth on Section 4C of the Company Disclosure Letter, disposition neither the Company nor any of its Subsidiaries owns or acquisition holds the right to acquire any shares of stock or any equity interests other security or interest in any other Person or has entered into any joint venture arrangement. Other than as set forth on Section 4C of any Consolidated Subsidiary. There the Company Disclosure Letter, there are no outstanding stock appreciationshareholders agreements, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies trusts or other agreements or understandings with respect to which the Company or any of its Subsidiaries is a party relating to the purchase, sale, voting or disposition of any equity interests shares of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust capital stock or other entity that is not a Subsidiary. (d) Effective as equity securities of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded such Subsidiaries.

Subsidiaries. (a) Section 5.7(a) of The Parent has no Subsidiaries, nor does it have any direct or indirect interest in any Subsidiary other than the Disclosure Schedule sets forth: (i) the name of each Consolidated Acquisition Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated . The Acquisition Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other an entity duly organized, validly existing and in corporate and Tax good standing under the laws Laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by itorganization. The Company Acquisition Subsidiary was formed solely to effectuate the Merger and has not conducted any business operations since its organization. The Parent has delivered or made available to the Buyer Company complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated the Acquisition Subsidiary. The Acquisition Subsidiary currently has no assets other than minimal paid-in effect. No Consolidated Subsidiary capital, has no liabilities or other obligations, and is not in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiarydocuments. All of the issued and outstanding equity interests shares of each Consolidated capital stock of the Acquisition Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests shares of each Consolidated the Acquisition Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned Parent free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, LiensSecurity Interests, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Parent or the Acquisition Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any equity interests capital stock of any Consolidated Subsidiarythe Parent or the Acquisition Subsidiary (except as contemplated by this Agreement). There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated the Acquisition Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests capital stock of any Consolidated the Acquisition Subsidiary. (b) At all times from December 27, 2018 (inception) through the date of this Agreement, the business and operations of the Acquisition Subsidiary have been conducted exclusively through the Parent. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company The Parent does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that business association which is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) of the Disclosure Schedule sets forth: (i) As of the date hereof, the Company does not have any Subsidiaries. As of immediately following the Paper Unit Contribution, the Company will not have any direct Subsidiaries, other than the Paper Companies and their respective Subsidiaries. (ii) Section 4C of the Seller Disclosure Letter sets forth the name of each Consolidated Subsidiary; (ii) Subsidiary of the type Paper Companies, the jurisdiction of entity its incorporation or organization, the direct owner of each Consolidated Subsidiary; (iii) the number and type of outstanding capital stock or other equity securities of each Consolidated such Subsidiary and a complete and accurate list the percentage of the holder(s) thereof; (iv) the jurisdiction outstanding capital stock or other equity securities of organization of each Consolidated Subsidiary; (v) the names such Subsidiary owned by any of the officers and directors Paper Companies or managers any of each Consolidated Subsidiary; and (vi) their Subsidiaries. Each such Subsidiary listed on Section 4C of the jurisdictions in which each Consolidated Subsidiary Seller Disclosure Letter is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other an entity duly organized, validly existing and in good standing (or an equivalent foreign concept to the extent applicable) under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary incorporation or organization and is duly qualified to conduct do business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave a Company Material Adverse Effect. Each Consolidated Subsidiary has all requisite power and authority to carry Except as set forth on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies Section 4C of the certificate Seller Disclosure Letter, all of formation, limited liability company agreement, charter, bylaws the outstanding capital stock or other organizational documents equity securities of each Consolidated such Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All are owned by one of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company Paper Companies or another Consolidated Subsidiary and are held or owned of a Paper Company free and clear of any Liens, except for Permitted Encumbrances, Liens arising pursuant to the Senior Credit Facility and the Security Agreement and restrictions on transfer (other than restrictions under the Securities Act and state applicable securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandslaw. There are no outstanding or authorized optionsrights, subscriptions, warrants, rights, agreements or commitments providing for the issuance, disposition options to purchase or acquisition otherwise acquire any shares of capital stock or equity securities of any equity interests of such Subsidiaries or obligations of any Consolidated Subsidiarykind convertible into or exchangeable for any shares of capital stock or equity securities of such Subsidiaries. There are no outstanding stock appreciationnot any bonds, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trustsdebentures, proxies notes or other agreements securities evidencing indebtedness of Boise P&N, Boise Transportation and/or Boise White Paper which are convertible into or understandings with respect to the voting of exchangeable (by their express terms) for any equity interests securities or capital stock of any Consolidated Subsidiary. (c) the Subsidiaries of the Paper Companies. Except as set forth in on Section 5.7(c) 4C of the Seller Disclosure ScheduleLetter, none of the Paper Companies, any of their respective Subsidiaries or the Company does not control directly owns or indirectly holds the right to acquire any shares of stock or have any direct other security or indirect equity participation or similar interest in any corporation, partnership, limited liability company, other Person (other than the Paper Unit Contribution) or has entered into any joint venture, trust or other entity that is not a Subsidiary. (d) Effective as venture arrangement. The copies of organizational documents of each Subsidiary of the consummation Paper Companies and their Subsidiaries (including all amendments made thereto at any time prior to the date of this Agreement) which have been made available to Buyer are true, correct and complete copies in all material respects and reflect all amendments made thereto at any time prior to the date of this Agreement. The minute books of each Subsidiary of the ClosingPaper Companies and their Subsidiaries that have been made available to Buyer are true, the Company will not hold any direct or indirect equity interest correct and complete in any of the Excluded Subsidiariesall material respects.

Subsidiaries. (a) Section 5.7(a) Each of the Disclosure Schedule sets forth: its Subsidiaries (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and is a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign duly organized bank, corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organizedstatutory trust, validly existing and in good standing under the applicable laws of the jurisdiction of in which it is incorporated or organized, (ii) has full corporate power and authority to carry on its incorporation. Each Consolidated Subsidiary business as now conducted and to own, lease and operate its assets, properties and business, and (iii) is duly licensed or qualified to conduct do business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses the business conducted by it or the ownership character or leasing location of its the properties requires and assets owned or leased by it makes such qualificationlicensing or qualification necessary, except where the failure to be so qualify would licensed or qualified is not reasonably be expected likely to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on have, either individually or in the businesses in which it is engaged and to own and use the properties owned and used by itaggregate, a Material Adverse Effect. The Company has delivered to the Buyer complete and accurate copies outstanding shares of the certificate of formation, limited liability company agreement, charter, bylaws capital stock or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary of its Subsidiaries are duly authorized, validly issuedissued and outstanding, fully paid, paid and nonassessable and free of preemptive rights. All all such shares or equity interests of each Consolidated Subsidiary are held of record and directly or indirectly owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned it free and clear of all liens, claims and encumbrances or preemptive rights of any restrictions on transfer (other than restrictions under person. No rights are authorized, issued or outstanding with respect to the Securities Act capital stock or equity interests of any of its Subsidiaries and state securities laws)there are no agreements, claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsunderstandings or commitments relating to the right to vote or to dispose of the capital stock or equity interests of any of its Subsidiaries. There are no outstanding restrictions on the ability of any of its Subsidiaries to pay dividends or authorized optionsdistributions except, warrantsin the case of a Subsidiary that is a regulated entity, rightsfor restrictions on dividends or distributions generally applicable to all such regulated entities. The deposits of each of its Subsidiaries that is a commercial bank are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the maximum extent permitted by law, agreements or commitments providing all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the issuance, disposition termination of such insurance are pending or acquisition threatened. A true and complete list of any equity interests its direct and indirect Subsidiaries as of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as date hereof is set forth in Section 5.7(c3.3(b) of the its Disclosure ScheduleLetter that shows each Subsidiary’s jurisdiction of incorporation, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest each jurisdiction in any corporationwhich each Subsidiary is qualified and/or licensed to do business, its form of organization (corporate, partnership, limited liability company, joint venture), trust and lists the owner(s) and percentage ownership (direct or other entity that is not a indirect) of each Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) Other than its Subsidiaries set forth on Schedule 6.4 (such Subsidiaries, the “Purchaser Subsidiaries”), Purchaser does not directly or indirectly own, or have any interest in or right to acquire or control, any Equity Interests of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or any other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedPerson. (b) Each Consolidated Purchaser Subsidiary is a corporation or other entity duly organized, validly existing and (to the extent such concept exists under applicable Law) in good standing under the laws Laws of the its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease, and operate its incorporation. Each Consolidated Subsidiary is duly qualified properties and assets and to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated SubsidiaryPurchaser’s businesses or the ownership or leasing of its properties requires such qualificationbusiness, except where the failure to so qualify be in good standing would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiaryhave a Purchaser Material Adverse Effect. (c) Except as set forth in Section 5.7(c) on Schedule 6.4, Purchaser is, directly or indirectly, the record holder and Beneficial Owner of all of the Disclosure Scheduleoutstanding Equity Interests of the Purchaser Subsidiaries, free and clear of any Lien (other than restrictions under applicable securities Laws). All of such Equity Interests (x) have been duly authorized, (y) are validly issued, fully-paid and non-assessable, and (z) were not issued in violation of any preemptive right, subscription right, right of first refusal or other similar right. There are no outstanding options, warrants, rights, calls, convertible securities or other Contracts to which Purchaser or any Purchaser Subsidiary is bound with respect to the Company does not control directly transfer, voting or indirectly other disposition of the Equity Interests of any Purchaser Subsidiary. There are no outstanding or have any direct or indirect equity participation authorized stock appreciation, phantom or similar interest in any corporationrights with respect to the Purchaser Subsidiaries. There are no voting trusts, partnershipstockholder agreements, limited liability company, joint venture, trust proxies or other entity that Contracts or understandings in effect to which Purchaser or any Purchaser Subsidiary is not a Subsidiary. (d) Effective as party with respect to the voting or transfer of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Purchaser Subsidiaries’ Equity Interests. Neither Purchaser nor any Purchaser Subsidiary has granted to any Person any Contract, warrant or option, or any other conversion right or right to purchase, subscribe for or receive an issuance of any Equity Interests of such Purchaser Subsidiary.

Subsidiaries. (a) Section 5.7(a) of Except for the subsidiaries referenced in the Disclosure Schedule sets forth: Letter (i) the name "Subsidiaries" and individually a "Subsidiary"), the Company does not have any direct or indirect subsidiaries. The Company's foreign Subsidiaries consist of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated a German Subsidiary and a complete Swedish Subsidiary and accurate list of the holder(sforeign Subsidiaries (the "ESC Foreign Subsidiaries") thereof; owned by Environmental Systems Corporation, all as described in further detail in the Disclosure Letter. Except as listed in the Disclosure Letter and except for the shares of stock in the Subsidiaries, the Company does not own any securities issued by any other business organization or governmental authority, except United States, state, and municipal government securities, bank certificates of deposit, or money market accounts acquired as investments in the ordinary course of its business, and, except as set forth in the Disclosure Letter, neither the Company nor any of its Subsidiaries owns or has any direct or indirect ownership interest in or control over any other corporation, partnership, joint venture, or entity of any kind. All of the issued and outstanding shares of stock of the Subsidiaries are owned by the Company, or, where specified in the Disclosure Letter, by a Subsidiary or in the case of certain foreign Subsidiaries by the persons who are identified (ivtogether with the number of shares of Subsidiary capital stock owned) in the Disclosure Letter. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of stock of any class of the Subsidiaries. In the case of each Subsidiary, the Disclosure Letter specifies the Subsidiary's jurisdiction of organization incorporation, its authorized capital stock, the number of each Consolidated shares which are issued and outstanding, and the entity which owes such shares, whether the Company or another Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated . Each Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation and has the necessary corporate power and corporate authority to own or lease its incorporationproperties, except for any noncompliance with the foregoing representation which may exist in the case of the ESC Foreign Subsidiaries, which noncompliance will not have a Material Adverse Effect on the Company Group. Copies of each Subsidiary's organizational documents, as amended to date, have been made available for review by purchaser. Each Consolidated Subsidiary (i) is not in violation of any of the terms of its organizational documents, and (ii) is duly qualified to conduct do business as a foreign corporation in the jurisdictions listed in the Disclosure Letter, and is not required to be licensed or qualified to conduct its business or its property in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationany other Jurisdiction, except where such violation, or where the failure to be so qualify licensed or qualified, would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry have a Material Adverse Effect on the businesses in which it is engaged and to own and use the properties owned and used by itCompany Group. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either In this Agreement the Company or another Consolidated Subsidiary and the Subsidiaries are held or owned free and clear of any restrictions on transfer (other than restrictions under sometimes referred to as the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary"Company Group. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries."

Subsidiaries. (ai) Section 5.7(a7.2(b) of the Hxxxxx Disclosure Schedule Letter sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and forth a complete and accurate list of each Contributed Subsidiary both as of the holder(s) thereof; (iv) date of this Agreement and immediately following the Hxxxxx Restructuring, together with its jurisdiction of organization of and its authorized and outstanding capital stock of, or other equity interests in, each Consolidated Subsidiary; (v) the names such Subsidiary as of the officers date hereof. Each Subsidiary of Hxxxxx which has title to any Property reasonably expected to be a Contributed Asset and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Contributed Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of organization (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States) and has all requisite corporate or similar power and authority to own, lease and operate its incorporation. Each Consolidated Subsidiary Properties and to carry on its portion of the MCD Business as currently conducted and is duly qualified to conduct do business and is in good standing under the laws of as a foreign corporation or other entity in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or where the ownership or leasing operation of its properties assets or the conduct of its business requires such qualificationqualification (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where for any such failures to be so duly organized, validly existing, qualified or in good standing or to have such power or authority that, individually or in the failure to so qualify aggregate, would not reasonably be expected likely to be materially adverse with respect have a Hxxxxx Material Adverse Effect. Hxxxxx has made available to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer Stratex complete and accurate correct copies of the certificate of formation, limited liability company agreement, charter, incorporation and the bylaws (or other similar organizational documents documents) of each Consolidated Subsidiary of the currently existing Contributed Subsidiaries, as amended through the date of this Agreement (the “Hxxxxx Governing Documents”) and each Hxxxxx Governing Document is in full force and effect. No Consolidated Each Contributed Subsidiary is in default under or in violation of any provision compliance with the terms of its chartercertificate of incorporation and bylaws (or comparable governing instruments) as amended through the date of this Agreement. Hxxxxx owns, bylaws directly and indirectly, all right, title and interest in and to, all outstanding capital stock of, or other organizational documents except where equity interests in, the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated SubsidiaryContributed Subsidiaries. All of the issued and outstanding stock of, or other equity interests of each Consolidated Subsidiary are in, the Contributed Subsidiaries has been duly authorized, and is validly issued, fully paid, nonassessable paid and free of non-assessable. (ii) There are no preemptive or other outstanding rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, conversion rights, contractsconvertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, calls, stock based performance units, commitments, equities and demands. There are no outstanding Contracts, agreements, arrangements or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition undertakings of any kind to which any Contributed Subsidiary is a party or by which any of them is bound (i) obligating any such Contributed Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of or other equity interest in, any Consolidated Contributed Subsidiary or any Voting Debt, (ii) obligating any Contributed Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of shares of capital stock of, or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of, or other equity interest in, any Contributed Subsidiary. There , and no such obligations, instruments or securities are no outstanding stock appreciationauthorized, phantom stock issued or similar rights with respect to any Consolidated Subsidiaryoutstanding. There are no voting trusts, proxies trusts or other agreements arrangements or understandings to which any Contributed Subsidiary is a party with respect to the voting voting, the dividend rights or disposition of any capital stock of, or other equity interests of interest in, any Consolidated Contributed Subsidiary. (ciii) Except as set forth in Section 5.7(c) Hxxxxx and each of its Subsidiaries that owns, or following the Hxxxxx Restructuring, that will own, the outstanding capital stock of, or other equity interest in, the Contributed Subsidiaries, have, or will have following the Hxxxxx Restructuring, good and valid title to the outstanding capital stock of, or other equity interests in, the Contributed Subsidiaries, free and clear of all Encumbrances, and upon delivery by Hxxxxx and/or any of its Subsidiaries of the Disclosure Scheduleoutstanding capital stock of, or other equity interests in, the Company does not control Contributed Subsidiaries at the Closing, good and valid title to the outstanding capital stock of, or other equity interests in, the Contributed Subsidiaries, free and clear of all Encumbrances, other than those resulting from Newco’s ownership, will pass to Newco. (iv) Following the Hxxxxx Restructuring, no Contributed Subsidiary will own, directly or indirectly indirectly, any capital stock of, or other equity interests in, any Person (other than another Contributed Subsidiary) or will have any direct or indirect equity participation or similar ownership interest in any corporationbusiness, or will be a member of or participant in any partnership, limited liability companyjoint venture or similar Person. Following the Hxxxxx Restructuring, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as there will be no outstanding contractual obligations of the consummation Contributed Subsidiaries to provide funds to, or to make any investment (in the form of the Closinga loan, the Company will not hold capital contribution or otherwise) in, any direct or indirect equity interest in any of the Excluded Subsidiariesother Person.

Subsidiaries. (a) Section 5.7(a2.3(a) of the Company Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and contains a true, complete and accurate correct list of the holder(s) thereof; (iv) the jurisdiction all Company Subsidiaries and their respective jurisdictions of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated organization. Each Company Subsidiary is qualified wholly owned, directly or holds licenses to do business indirectly, by the Company, except as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed set forth in Section 5.7(a2.3(a) of the Company Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued capital stock and outstanding other equity interests of the Company Subsidiaries are owned, directly or indirectly, by the Company free and clear of any Encumbrance with respect thereto, except as set forth in Section 2.3(a) of the Company Disclosure Schedule. All of the outstanding shares of capital stock or other equity interests in each Consolidated Subsidiary of the Company Subsidiaries are duly authorized, validly issued, fully paid, nonassessable paid and non-assessable and were issued free of preemptive rightsrights and in compliance with applicable Laws. All No equity securities or other equity interests of each Consolidated any of the Company Subsidiaries are or may become required to be issued or purchased by reason of any options, warrants, rights to subscribe to, puts, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any capital stock of, or other equity interests in, any Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary are held is bound to issue additional shares of record and its capital stock or other equity interests, or options, warrants or rights to purchase or acquire any additional shares of its capital stock or other equity interests or securities convertible into or exchangeable for such shares or interests. Neither the Company nor any Company Subsidiary owns any shares of capital stock or other equity or voting interests in (including any securities exercisable or exchangeable for or convertible into capital stock or other equity or voting interests in) any other Person, other than capital stock of the Company Subsidiaries owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Company Subsidiary. (cb) The Company conducts all of its insurance operations through certain of the Company Subsidiaries. Section 2.3(b) of the Company Disclosure Schedule lists the jurisdiction of domicile of each Company Subsidiary conducting insurance operations and all jurisdictions in which each such Company Subsidiary is licensed to write insurance business. Neither the Company nor any Company Subsidiary is or has been since January 1, 2005 "commercially domiciled" in any jurisdiction other than its jurisdiction of organization or is or since January 1, 2005 otherwise has been treated as domiciled in a jurisdiction other than its jurisdiction of organization. Except as set forth in Section 5.7(c2.3(b) of the Company Disclosure Schedule, each of the Company does not control directly Subsidiaries conducting insurance operations is (i) duly licensed or indirectly authorized as an insurance company in its state of organization, (ii) duly licensed or have authorized as an insurance company in each other jurisdiction where it is required to be so licensed or authorized and (iii) duly authorized in its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Company SAP Statements (as defined in Section 2.7). All of the Company Permits of such Company Subsidiaries conducting insurance operations are in full force and effect and there is no proceeding or, to the knowledge of the Company, investigation to which the Company or any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity Company Subsidiary is subject before a Governmental Authority that is not a Subsidiary. (d) Effective as pending or, to the knowledge of the consummation Company, threatened that would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of the Closing, the any such Company will not hold any direct or indirect equity interest in any of the Excluded SubsidiariesPermits.

Subsidiaries. (a) Section 5.7(aEach of Parent’s Subsidiaries (including, without limitation, Merger Sub) of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number is duly organized and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Scheduleincorporation or formation, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on own, lease and operate its properties and to conduct the businesses business currently being conducted by it and is duly qualified or licensed as a foreign corporation to transact business and is in good standing in each jurisdiction in which it is engaged and to own and use the character of the properties owned and used or leased by it. The Company has delivered to it or the Buyer complete and accurate copies nature of the certificate of formationbusiness conducted by it makes such qualification or licensing necessary, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, and since the date of its formation has not engaged in any activates or conducted its operations other than in connection with or as contemplated by this Agreement. (b) The outstanding shares of capital stock of each Subsidiary have been validly authorized and are validly issued, fully paid and nonassessable. No shares of capital stock of any such default Subsidiary of Parent are or violation would not reasonably may be expected required to be materially adverse issued by virtue of any options, warrants or other rights, no securities exist that are convertible into or exchangeable for shares of such capital stock or any other debt or equity security of any Subsidiary, and there are no contracts, commitments, agreements or understandings of any kind for the issuance of additional shares of capital stock or other debt or equity security of any Subsidiary or options, warrants or other rights with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiarysecurities. (c) Except Sxxxx Spring Bank is a Maryland-chartered trust company with commercial bank powers. No Subsidiary of Parent other than Sxxxx Spring Bank is an “insured depository institution” as set forth defined in Section 5.7(c) of the Disclosure ScheduleFederal Deposit Insurance Act, as amended, and the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiaryapplicable regulations thereunder. Sxxxx Spring Bank’s deposits are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Each Subsidiary of the Company and its place and form of organization is set forth in in Section 5.7(a3.01(b) of the Company Disclosure Schedule sets forth: (i) Schedule. All the name outstanding shares of capital stock of, or other equity or voting interests in, each Consolidated Subsidiary; (ii) such Subsidiary are owned by the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list Company, by one or more wholly owned Subsidiaries of the holder(s) thereof; (iv) Company or by the jurisdiction of organization of each Consolidated Subsidiary; (v) the names Company and one or more wholly owned Subsidiaries of the officers Company, free and directors or managers clear of all Liens except for transfer restrictions imposed by applicable securities Laws, and are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 3.01(b) of the Company Disclosure Schedule, each Consolidated Subsidiary; Subsidiary of the Company is duly organized and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or formation, as applicable. Each Consolidated Subsidiary of the Company has all requisite legal and corporate power and authority to own and operate its properties and to carry on its business as now conducted, and is duly qualified to conduct transact business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationit conducts business, except where the failure to be so qualify qualified would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave a Material Adverse Effect. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate outstanding shares of formation, limited liability company agreement, charter, bylaws capital stock or other organizational documents equity securities of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are Company’s Subsidiaries is duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsnonassessable. There are no outstanding conversion or authorized other rights, options, warrants, rights, warrants or agreements granted or commitments providing issued by or binding upon any Subsidiary of the Company for the issuance, disposition purchase or acquisition of any equity interests shares of capital stock of any Consolidated SubsidiarySubsidiary of the Company or any other securities convertible into, exchangeable for or evidencing the rights to subscribe for any shares of such capital stock. There are no outstanding stock appreciation, phantom stock or similar rights with respect Neither the Company nor any Subsidiary of the Company is party to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to agreement restricting the voting or transfer of any equity interests shares of the capital stock of any Consolidated Subsidiary. (c) Subsidiary of the Company. Except as set forth in Section 5.7(c3.01(b) of the Company Disclosure Schedule, the Company does not control own, directly or indirectly or have indirectly, any direct or indirect equity participation or similar interest in any corporationcapital stock of, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiaryequity or voting interests in, any Person. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) 3.2 of the Parent Disclosure Schedule sets forth: forth a description as of the date hereof of all Subsidiaries of Parent and each other corporation, partnership, limited liability company, business, trust or other Person in which Parent or any of its Subsidiaries owns, directly or indirectly, an interest in the equity (iother than publicly traded securities which constitute less than 5% of the outstanding securities of such series or class) including the name of each Consolidated Subsidiary; (ii) the type of entity of such Person and Parent's interest therein, and, as to each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and identified as a complete and accurate list "Material Parent Entity" in Section 3.2 of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names Parent Disclosure Schedule, a brief description of the officers and directors principal line or managers lines of business conducted by each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other such entity. *** Represents material omitted per Except as set forth in Section 3.2 of the registrantParent Disclosure Schedule, each of Parent's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary Subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction its state of organization, has all requisite organizational power and authority, and has been duly authorized by all necessary approvals and orders, to own, lease or operate its incorporation. Each Consolidated Subsidiary Assets and to carry on its business as it is now being conducted, and is duly qualified to conduct business and is in good standing under the laws of to do business in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses its business or the ownership or leasing of its properties requires Assets make such qualification, except qualification necessary other than in such jurisdictions where the failure to be so qualify would not reasonably be expected to be materially adverse qualified and in good standing will not, when taken together with respect to all such Consolidated Subsidiaryother failures, have a Parent Material Adverse Effect. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses Except as set forth in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies Section 3.2 of the certificate of formationParent Disclosure Schedule, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All all of the issued and outstanding equity interests shares of capital stock of each Consolidated Subsidiary of Parent are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary , are held of record and owned beneficially directly or indirectly by either the Company or another Consolidated Subsidiary and are held or owned Parent free and clear of any restrictions on transfer (other than restrictions under the Securities Act Encumbrances and state securities laws), claims, Liensthere are no outstanding subscriptions, options, warrants, rightscalls, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements commitments, understandings, restrictions, arrangements, rights or understandings with respect to the voting warrants, including any right of conversion or exchange under any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Scheduleoutstanding security, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust instrument or other entity that is not a Subsidiaryagreement, obligating any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its capital stock or obligating it to grant, extend or enter into any such agreement or commitment. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) Schedule 4.4 of the Company Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number forth a true, correct and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names Company’s Subsidiaries as of the officers and directors date of this Agreement. Each of the Subsidiaries of the Company has been duly formed or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, is validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business incorporation or organization, and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the businesses Business in all material respects. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation (or other entity, as applicable), and is in good standing, under the Laws of each jurisdiction in which it is engaged and 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 own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under be so qualified or in violation of any provision of its chartergood standing, bylaws when taken together with all other failures by such Subsidiary to be so qualified or other organizational documents except where the effect of any such default or violation in good standing, would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryresult in a Material Adverse Effect. All The outstanding shares of capital stock or membership interests of each of the Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable and are not subject to, nor were they issued in violation of, any preemptive right. The Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding equity shares of capital stock or membership interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned such Subsidiaries free and clear of any restrictions on transfer (Liens other than restrictions under Permitted Liens. Except as set forth in Schedule 4.4 of the Securities Act and state securities laws)Company Disclosure Schedule, claims, Liens, there are no authorized or outstanding options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rightssubscriptions, agreements or commitments providing for the issuanceobligations to issue any shares of capital stock, disposition or acquisition of any equity membership interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements securities convertible into or understandings with respect to the exchangeable or exercisable for shares, units or other equity or voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as Subsidiary of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded SubsidiariesCompany.

Subsidiaries. (a) Section 5.7(a) of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity limited liability company duly incorporated or organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation and has all corporate or limited liability company powers required to carry on its incorporationbusiness as now conducted. Each Consolidated such Subsidiary is duly qualified to conduct do business as a foreign corporation or limited liability company and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of where such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationqualification is necessary, except for those jurisdictions where the failure to be so qualify qualified would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave a Material Adverse Effect. Each Consolidated Subsidiary has All Subsidiaries and their respective jurisdictions of incorporation or organization are identified on Section 3.06(a) of the Company Disclosure Schedules. A correct list of all requisite power and authority to carry on of the businesses jurisdictions in which it the each such Subsidiary is engaged and so qualified to own and use do business is also set forth on Section 3.06(a) of the properties owned and used by itCompany Disclosure Schedules. The Company has delivered heretofore made available to the Buyer Parent true and complete and accurate copies of the certificate of formation, limited liability company agreement, charter, incorporation and bylaws (or other equivalent organizational documents documents) of each Consolidated Subsidiary as currently in effect. No Consolidated Subsidiary is in default under or in violation . (b) Section 3.06(b) of any provision of its charter, bylaws the Company Disclosure Schedules lists the authorized and issued and outstanding capital stock or other organizational documents except where the effect voting securities or equity interests of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated each Subsidiary. All of the issued and outstanding capital stock or other voting securities or equity interests of each Consolidated Subsidiary are duly authorizedis owned by the Company, validly issueddirectly or indirectly, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer Lien (other than Permitted Liens or other restrictions under generally applicable to U.S. securities) and free of any other limitation or restriction (including any restriction on the Securities Act and state securities lawsright to vote, sell or otherwise dispose of such capital stock or other voting securities), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding (i) securities of the Company or authorized optionsany Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of, or ownership interests in, any Subsidiary, (ii) warrants, calls, options or other rights to acquire from the Company or any Subsidiary, or other obligation of the Company or any Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of, or ownership interests in, any Subsidiary or (iii) restricted shares, stock appreciation rights, agreements performance units, contingent value rights, “phantom” stock or commitments providing for similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the issuancevalue or price of, disposition any capital stock or acquisition other voting securities of, or ownership interests in, any Subsidiary (the items in clauses (i) through (iii) of any equity interests of any Consolidated Subsidiarythis Section 3.06(b) being referred to collectively as the “Subsidiary Securities”). There are no outstanding stock appreciationobligations of the Company or any Subsidiary to repurchase, phantom stock redeem or similar rights with respect to otherwise acquire any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiaryoutstanding Subsidiary Securities. (c) Except as set forth in Section 5.7(c) of Other than the Disclosure ScheduleSubsidiaries, neither the Company does not control nor any Subsidiary owns, directly or indirectly indirectly, any shares of capital stock, other securities or have ownership interests, or investments in, any direct or indirect equity participation or similar interest in any corporationother Person (collectively, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, “Third Party Interests”). Neither the Company will not hold nor any direct Subsidiary has any rights to, or indirect equity interest is bound by any commitment or obligation to, acquire by any means, directly or indirectly, any Third Party Interests or to make any investment in or contribution to, any of the Excluded SubsidiariesPerson.

Subsidiaries. (a) Section 5.7(aThe Parent has no subsidiaries, nor does it have any direct or indirect interest in any other business entity (a “Subsidiary”) of other than the Disclosure Schedule sets forth: (i) the name of each Consolidated Acquisition Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in , which each Consolidated is wholly owned by Parent. The Acquisition Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other an entity duly organized, validly existing and in corporate and tax good standing under the laws of the jurisdiction of its incorporationorganization. Each Consolidated The Acquisition Subsidiary is duly qualified was formed solely to conduct effectuate the Merger and has not conducted any business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of operations since its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by itorganization. The Company has delivered has, through its counsel, acted as an accommodation to Parent in preparing the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated the Acquisition Subsidiary currently and effected the filing of the charter and initial issuance of shares of common stock to the Parent. The Acquisition Subsidiary has no assets other than minimal paid-in effect. No Consolidated Subsidiary capital, has no liabilities or other obligations, and is not in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiarydocuments. All of the issued and outstanding equity interests shares of each Consolidated capital stock of the Acquisition Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests shares of each Consolidated the Acquisition Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned Parent free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Lienssecurity interests, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Parent or the Acquisition Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any equity interests capital stock of any Consolidated Subsidiarythe Parent or the Acquisition Subsidiary (except as contemplated by this Agreement). There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated the Acquisition Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests capital stock of any Consolidated the Acquisition Subsidiary. (b) At all times from April 6, 2017 (inception) through the date of this Agreement, the business and operations of the Parent have been conducted exclusively through the Parent. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company The Parent does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association or entity that which is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. Exhibit 21.1 to the Company SEC Document (aas hereinafter defined) Section 5.7(a) of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and forth a complete and accurate list of the holder(ssubsidiaries of Company (each, a “Subsidiary” and together, the “Subsidiaries”) thereof; (iv) and the jurisdiction of organization of each Consolidated such Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated . Each Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporationorganization. Each Consolidated Subsidiary is duly qualified to conduct do business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of failure to be so qualified would have a material adverse effect on such Consolidated Subsidiary’s businesses business, properties, prospects or the ownership financial condition. Company directly or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies indirectly owns 100% of the certificate of formation, limited liability company agreement, charter, bylaws shares or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any all liens and encumbrances, except for (i) restrictions on transfer (other than restrictions under the Securities Act and state imposed by applicable securities laws, (ii) stock pledges granted to Lighthouse Capital Partners V, L.P. (“Lighthouse”) in connection with Company’s outstanding debt with Lighthouse as to 66% of the outstanding stock of Integrity Systems, Ltd. (“Integrity”), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities 66% of the outstanding stock of MBI Advanced Computer Systems Ltd. (“MBI”) and demands100% of the outstanding stock of GlassHouse Technologies (UK) Limited and (iii) stock pledges granted to the LRG Lenders in connection with Company’s outstanding debt with the LRG Lenders as to all of the outstanding stock of the Subsidiaries. There are no outstanding securities of the Subsidiaries convertible into or authorized exchangeable or exercisable for shares or other equity interests or ownership interests in any Subsidiary, or options, warrants, rights, agreements warrants or commitments providing for the issuance, disposition other rights to acquire shares or acquisition of other equity interests or ownership interests in any Subsidiary. All shares or other equity interests of the Subsidiaries other than GlassHouse Technologies (UK) Limited, as to which this sentence does not apply, have been duly authorized and validly issued, are fully paid and non-assessable and were not issued in violation of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock preemptive rights or similar rights with respect to any Consolidated Subsidiaryrights. There are no voting trusts, proxies All shares or other agreements or understandings with respect to the voting of any equity interests of GlassHouse Technologies (UK) Limited have been duly authorized and validly issued, are fully paid and were not issued in violation of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) preemptive rights or similar rights. The shares of capital stock or other equity interests of the Disclosure ScheduleSubsidiaries are not subject to any voting trust agreement or any other contract relating to the voting, dividend rights or disposition of the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust capital stock or other entity that is not a Subsidiary. (d) Effective as equity interests of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) On and as of the Disclosure Restatement Effective Date and after giving effect to the Transaction, Holdings has no Subsidiaries other than Westlake Wellbeing Company LLC, The California Wellbeing Institute, LLC and Intermediate Holdco and its Subsidiaries, and Intermediate Holdco has no Subsidiaries other than those Subsidiaries listed on Schedule VII. Schedule VII correctly sets forth: , as of the Restatement Effective Date and after giving effect to the Transaction, (i) the name percentage ownership (direct and indirect) of Intermediate Holdco in each class of capital stock or other Equity Interests of each Consolidated Subsidiary; of its Subsidiaries and also identifies the direct owner thereof and (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All outstanding shares of capital stock or other Equity Interests of each Subsidiary of the issued U.S. Borrower have been duly and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, are fully paidpaid and non-assessable and, nonassessable and in the case of Non-Wholly Owned Subsidiaries of the U.S. Borrower, have been issued free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) on Part B of the Disclosure ScheduleSchedule X attached hereto, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporationno Subsidiary of Intermediate Holdco, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation Restatement Effective Date has outstanding: (i) any securities convertible into or exchangeable for its capital stock or other Equity Interests, (ii) any right to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character relating to, its capital stock or (iii) other Equity Interests or any stock appreciation or similar rights. Except for the existing investments described on Schedule VI, as of the ClosingRestatement Effective Date, the Company will not hold any direct or indirect equity interest in neither Holdings nor any of the Excluded Subsidiariesits Subsidiaries owns or holds, directly or indirectly, any capital stock or equity security of, or any other Equity Interests in, any Person other than its Subsidiaries indicated on Schedule VII.

Subsidiaries. (a) Section 5.7(a) On and as of the Disclosure Restatement Effective Date and after giving effect to the Transaction, Holdings has no Subsidiaries other than Westlake Wellbeing Company LLC, The California Wellbeing Institute, LLC and Intermediate Holdco and its Subsidiaries, and Intermediate Holdco has no Subsidiaries other than those Subsidiaries listed on Schedule VII. Schedule VII correctly sets forth: , as of the Restatement Effective Date and after giving effect to the Transaction, (i) the name percentage ownership (direct and indirect) of Intermediate Holdco in each class of capital stock or other Equity Interests of each Consolidated Subsidiary; of its Subsidiaries and also identifies the direct owner thereof and (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All outstanding shares of the issued and outstanding equity interests capital stock or other Equity Interests of each Consolidated Subsidiary are of Intermediate Holdco have been duly authorized, and validly issued, are fully paidpaid and non-assessable and, nonassessable and in the case of Non-Wholly Owned Subsidiaries of the U.S. Borrower, have been issued free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(con Part B of Schedule X attached hereto, no Subsidiary of Intermediate Holdco has outstanding any securities convertible into or exchangeable for its capital stock or other Equity Interests or outstanding any right to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of the Disclosure Scheduleor any calls, the Company does not control directly commitments or indirectly claims of any character relating to, its capital stock or have other Equity Interests or any direct or indirect equity participation stock appreciation or similar interest in any corporationrights. Except for the existing investments described on Schedule VI, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the ClosingRestatement Effective Date, the Company will not hold any direct or indirect equity interest in neither Holdings nor any of the Excluded Subsidiariesits Subsidiaries owns or holds, directly or indirectly, any capital stock or equity security of, or any other Equity Interests in, any Person other than its Subsidiaries indicated on Schedule VII.

Subsidiaries. The Company’s only subsidiaries that are consolidated with the Company for financial reporting purposes under GAAP are those listed on Schedule C hereto (a) Section 5.7(a) each, a “Subsidiary” and collectively, the “Subsidiaries”). Each of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number Subsidiaries has been duly organized and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business validly existing as a foreign corporation corporation, limited liability company or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and limited partnership in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership to conduct transact business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature such qualification is required, whether by reason of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationproperty or the conduct of business, except where the failure to be so qualify qualified or to be in good standing would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests capital stock of each Consolidated such Subsidiary are has been duly authorized, authorized and validly issued, is fully paid, nonassessable paid and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record non-assessable and is owned beneficially directly or indirectly by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under security interest, mortgage, pledge, lien encumbrance, claim or equity; none of the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition shares of capital stock of any equity interests of the Subsidiaries was issued in violation of the preemptive or other similar rights of any Consolidated securityholder of such Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. Except (cA) Except as set forth in Section 5.7(cthe Registration Statement, the General Disclosure Package and the Prospectus, (B) portfolio investments made after · and (C) the interest of the Disclosure ScheduleARCC CLO 2006 LLC in ARCC Commercial Loan Trust, a Delaware statutory trust, as trust beneficiary, the Company does not control own, directly or indirectly indirectly, any shares of stock or any other equity or debt securities of any corporation or have any direct equity or indirect equity participation or similar debt interest in any corporationfirm, partnership, limited liability company, joint venture, trust association or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) Each Company Subsidiary is a corporation duly incorporated or an entity duly organized, and is validly existing and in good standing, under the Laws of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the its jurisdiction of organization incorporation or organization, and has all powers and authority and is in possession of all franchises, grants, Permits and orders (“Company Subsidiary Approvals”) required to own, lease or operate its properties and assets and to carry on its business as now being conducted, and no Company Subsidiary has received any notice of proceedings relating to the revocation or modification of any Company Subsidiary Approvals, except in each Consolidated Subsidiary; (v) case where the names of revocations or modifications, or the officers failure to be so organized, existing and directors in good standing or managers of each Consolidated Subsidiary; to have such power and (vi) authority or to possess the jurisdictions Company Subsidiary Approvals, would not be reasonably likely to have, individually or in which each Consolidated the aggregate, a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or holds licenses to do business licensed as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant entity to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct do business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) where the character of the Disclosure Scheduleproperty and assets owned, which jurisdictions constitute the only jurisdictions in which leased or operated by it or the nature of its activities makes such Consolidated Subsidiary’s businesses qualification or the ownership or leasing of its properties requires such qualificationlicensing necessary, except where the failure for such failures to be so qualify qualified or licensed which would not be reasonably be expected likely to be materially adverse with respect to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company Disclosure Schedule sets forth a true and complete list of all Company Subsidiaries and the total number of authorized, issued and outstanding Equity Interests of each such Consolidated Company Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents outstanding Equity Interests of each Consolidated Subsidiary currently in effect. No Consolidated Company Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paidpaid and non-assessable, nonassessable and free not issued in violation of any preemptive rights. All rights of any Company Subsidiary shareholder or other equity interests of each Consolidated Subsidiary are held of record holder, were issued in compliance with all applicable federal, state and foreign Laws, and such Equity Interests owned beneficially by either the Company or another Consolidated Company Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under all Liens. Except as set forth in the Securities Act and state securities laws)Company Disclosure Schedule, claimsall of the Equity Interests in each Company Subsidiary are beneficially owned, Liensdirectly or indirectly, optionsby the Company. Except as set forth in the Company Disclosure Schedule, warrants, rights, contracts, calls, commitments, equities and demands. There there are no outstanding or authorized options, warrants, warrants or other rights, agreements, arrangements or commitments of any character, including without limitation, voting agreements or commitments providing for arrangements, relating to the issuance, disposition issued or acquisition unissued Equity Interests of any equity interests of Company Subsidiary or obligating the Company or any Consolidated Company Subsidiary to issue or sell any Equity Interests of, or other Equity Interests in, any Company Subsidiary. There are no outstanding stock appreciationobligations, phantom stock contingent or similar rights with respect otherwise, of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting Equity Interests of any equity interests Company Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Consolidated SubsidiaryCompany Subsidiary or any other entity, except for loan commitments and other funding obligations entered into in the ordinary course of business. (c) Except as set forth in Section 5.7(c) The Company has made available to Parent complete, true and correct copies of the Disclosure ScheduleOrganizational Documents, the as amended to date, of each Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest Subsidiary. The Organizational Documents of each Company Subsidiary are in any corporation, partnership, limited liability company, joint venture, trust or other entity that full force and effect. No Company Subsidiary is not a Subsidiary. (d) Effective as in violation of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiariesprovisions of its Organizational Documents. The minute books of each Company Subsidiary contain true, complete and accurate records in all material respects of all meetings and other corporate actions held or taken since January 1, 2006, of its shareholders and Board of Directors (including the committees of its Board of Directors).

Subsidiaries. (a) Section 5.7(a) 2.04 of the Disclosure Schedule Schedules sets forth: (i) forth the name of each Consolidated Subsidiary; (ii) , and, with respect to each Subsidiary, the type jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, the number of entity shares of each Consolidated Subsidiary; (iii) its authorized share capital, the number and type class of outstanding shares thereof duly issued and outstanding, the names of all shareholders or other equity securities owners and the number of shares of corporate capital owned by each Consolidated shareholder or the amount of equity owned by each equity owner. Each Subsidiary is duly organized and a complete and accurate list is validly existing under the laws of the holder(s) thereof; (iv) the jurisdiction of its incorporation or organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is duly qualified or holds licenses authorized to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature conduct of such Consolidated Subsidiary’s businesses its business or the ownership or leasing of its properties requires makes such qualificationqualification or authorization necessary under applicable Law, except where the failure to be so qualify qualified, authorized or in good standing has not had and would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave a Company Material Adverse Effect. Each Consolidated Subsidiary has all requisite corporate or entity power and authority to own its properties and carry on the businesses in which it is engaged and to own and use the properties owned and used by itits business as presently conducted. The Company has delivered to the Buyer complete and accurate copies outstanding shares of the certificate of formation, limited liability company agreement, charter, bylaws corporate capital or other organizational documents equity interests of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or are validly issued, fully paid and non-assessable and were not issued in violation of any provision purchase or call option, right of its charterfirst refusal, bylaws subscription right, preemptive right or any similar right. All such shares or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and represented as being owned beneficially by either the Company or another Consolidated Subsidiary and any of the Subsidiaries are held or owned by them free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws)all Encumbrances, claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except except as set forth in Section 5.7(c) 2.04 of the Disclosure ScheduleSchedules. No shares of capital stock are held by any Subsidiary as treasury shares. There is no existing option, warrant, call, right or Contract to which any Subsidiary is a party requiring, and there are no convertible securities of any Subsidiary outstanding which upon conversion would require, the issuance of any shares of corporate capital or other equity interests of any Subsidiary or other securities convertible into shares of corporate capital or other equity interests of any Subsidiary. The Company does not control own, directly or indirectly indirectly, any share capital or have equity securities of any direct or indirect equity participation or similar interest Person other than the Subsidiaries set forth in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as Section 2.04 of the consummation Disclosure Schedules. Except as set forth on Section 2.04 of the ClosingDisclosure Schedules, there are no material restrictions on the Company will not hold any direct or indirect equity interest in any ability of the Excluded SubsidiariesSubsidiaries to make distributions of cash to their respective equity holders.

Subsidiaries. Except as set forth in Section 5.3 of the Company Disclosure Schedule, (a) Section 5.7(a) Each Subsidiary of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary Company is a corporation duly incorporated (or other an entity duly formed) and organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation or organization, as the case may be, and has all corporate, partnership or other entity derived powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its incorporationbusiness as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company. Each Consolidated Subsidiary of Company is duly qualified to conduct do business as a foreign corporation or entity, as the case may be, and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of where such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationqualification is necessary, except for those jurisdictions where the failure to be so qualify qualified would not not, individually or in the aggregate, reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry have a Material Adverse Effect on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effectCompany. No Consolidated Subsidiary of Company is in default under in any respect in the performance, observation or in violation fulfillment of any provision of its chartercertificate or articles of incorporation or bylaws (or similar organizational documents). Other than its Subsidiaries, bylaws Company does not beneficially own or control, directly or indirectly, 5% or more of any class of equity or similar securities of any corporation or other organizational documents except where the effect entity whether incorporated or unincorporated. No securities issued by any Subsidiary of any such default Company are registered or violation would not reasonably be expected required to be materially adverse registered with respect to such Consolidated Subsidiary. the SEC under the Exchange Act and since January 1, 2000, no securities issued by any Subsidiary of Company have been issued under a registration statement filed with the SEC under the Securities Act. (b) All of the issued and outstanding equity capital stock of, or other voting securities or ownership interests in, each Subsidiary of each Consolidated Subsidiary are duly authorizedCompany is owned by Company, validly issueddirectly or indirectly, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions Lien and free of any other limitation or restriction (including, any restriction on transfer (the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests), other than any restrictions imposed under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsAct. There are no outstanding (i) shares of capital stock or authorized optionsother voting securities or ownership interests in any of Company’s Subsidiaries, warrants(ii) securities of Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any of Company’s Subsidiaries or (iii) options or other rights to acquire from Company or any of its Subsidiaries, rightsor other obligation of Company or any of its Subsidiaries to issue, agreements any capital stock or commitments providing other voting securities or ownership interests in, or any securities convertible into or exchangeable for the issuanceany capital stock or other voting securities or ownership interests in, disposition or acquisition any of any equity interests of any Consolidated SubsidiaryCompany’s Subsidiaries. There are no outstanding stock appreciationobligations of Company or any of its Subsidiaries to repurchase, phantom stock redeem or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in otherwise acquire any of the Excluded Subsidiariessecurities referred to in clauses (i), (ii) or (iii) of this Section 5.3(b).

Subsidiaries. (a) Section 5.7(a) Each of the Disclosure Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list E hereto. Each of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary Subsidiaries has been duly formed, is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 validly existing under the Securities Exchange Act laws of 1934United States, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organizedthe case may be, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary , has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Prospectus, and is duly qualified to conduct transact business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature conduct of such Consolidated Subsidiary’s businesses its business or the its ownership or leasing of its properties property requires such qualification, except where to the extent that the failure to be so qualify qualified or be in good standing would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry result in a Material Adverse Change on the businesses Company and its Subsidiaries, taken as a whole. Except as otherwise disclosed in which it is engaged the Registration Statement, the Disclosure Package and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies Prospectus, all of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents equity interests of each Consolidated Subsidiary currently have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in effectaccordance with its articles of association, memorandum of association or charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). No Consolidated None of the outstanding share capital or equity interest in any Subsidiary is in default under or was issued in violation of any provision of its charter, bylaws preemptive or other organizational documents except where the effect similar rights of any security holder of such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests constitutive or organizational documents of each Consolidated Subsidiary of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are duly authorizedin full force and effect. Apart from the Subsidiaries, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company has no direct or another Consolidated Subsidiary and are held indirect subsidiaries or owned free and clear of any restrictions on transfer (other company over which it has direct or indirect effective control. Other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure ScheduleSubsidiaries, the Company does not control directly or indirectly control any entity through contractual arrangements or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other otherwise such that the entity that is not would be deemed a Subsidiary. (d) Effective as consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the consummation Company on the consolidated financial statements of the ClosingCompany, regardless of whether the Company will not hold any direct directly or indirect equity interest in any indirectly owns less than a majority of the Excluded Subsidiariesequity interests of such person.

Subsidiaries. (a) Section 5.7(a) Each Subsidiary of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary Company is a corporation duly incorporated or a limited liability company, partnership or other entity duly organized, organized and is validly existing and and, as applicable, in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or organization. Each Consolidated Subsidiary of the Company (a) has all requisite corporate or other power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (b) is duly licensed or qualified to conduct do business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses the business conducted by it or the ownership character or leasing location of its the properties requires and assets owned or leased by it make such qualificationlicensing or qualification necessary, except where the failure to so qualify would not reasonably be expected have such power and authority, or to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary so licensed, qualified or in good standing, individually or in the aggregate, has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. not had a Material Adverse Effect. (b) The Company has delivered to or one or more of its Subsidiaries is the Buyer complete record holder and accurate copies Beneficial Owner of all of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision outstanding Securities of its charterSubsidiaries, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any Liens and free of any other limitation or restriction, including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities, other than generally applicable limitations or restrictions on transfer (other than restrictions arising under applicable securities Laws and applicable Insurance Laws governing the acquisition of control of the Insurance Subsidiaries. All of the Securities Act so owned by the Company and state securities laws)its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition such shares have been issued in violation of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock preemptive or similar rights by which the Company or any of its Subsidiaries is bound. Except for the Securities of the Subsidiaries of the Company and Investment Assets acquired in the ordinary course of business consistent with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect the investment policies and guidelines applicable to the voting Company at the time of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Scheduleacquisition, the Company does not control own, directly or indirectly indirectly, any Securities or have any direct or indirect equity participation or similar interest other ownership interests in any corporation, partnership, limited liability company, joint venture, trust Person or other entity that is not a Subsidiaryany Indebtedness of any Person. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) Each subsidiary of the Disclosure Schedule sets forth: Company (iindividually, a “Subsidiary” and collectively, the “Subsidiaries”) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors has been duly incorporated or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary organized, is qualified or holds licenses to do business validly existing as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing (or the foreign equivalent thereof) under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary incorporation or organization, has the corporate or equivalent power and authority to own its properties and to conduct its business as currently being carried on and as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified to conduct transact business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing conduct of its properties business or its ownership, leasing or operation of property requires such qualification, except where to the extent that the failure to be so qualify qualified or be in good standing would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses result in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiarya Material Adverse Effect. All of the issued and outstanding shares of share capital or other equity interests of each Consolidated Subsidiary are of the Company have been duly authorized, and validly authorized and issued, are fully paidpaid and non-assessable and, nonassessable except as disclosed in the Registration Statement, the Disclosure Package and free of preemptive rights. All equity interests of each Consolidated Subsidiary the Prospectus, are held of record and owned beneficially directly by either the Company or another Consolidated Subsidiary and are held or through its wholly-owned subsidiaries, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws)all liens, claims, Liens, options, warrants, rights, contracts, calls, commitmentsencumbrances, equities and demandsor claims. There are is no outstanding option, right or authorized options, warrants, rights, agreements or commitments providing for agreement of any kind relating to the issuance, disposition sale or acquisition transfer of any share capital or other equity securities of the Subsidiaries to any person or entity except the Company, and none of the outstanding shares of share capital or other equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to Subsidiary was issued in violation of any Consolidated Subsidiary. There are no voting trusts, proxies preemptive or other agreements rights to subscribe for or understandings with respect to the voting purchase or acquire any securities of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure ScheduleSubsidiaries. Except for its Subsidiaries, the Company does not control owns no beneficial interest, directly or indirectly or have any direct or indirect equity participation or similar interest indirectly, in any corporation, partnership, limited liability company, joint venture, trust venture or other entity that business entity. The Company has no “significant subsidiaries” (as such term is not a Subsidiarydefined in Rule 1-02(w) of Regulation S-X promulgated by the Commission) other than the Subsidiaries listed on Schedule II attached hereto (the “Significant Subsidiaries”). (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) A true and complete list of each Subsidiary of the Company, together with the jurisdiction of incorporation of each such Subsidiary is set forth on Section 5.7(a4.3(a)(i) of the Disclosure Schedule sets forth: (iSchedule. Except as set forth on Section 4.3(a)(ii) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of Disclosure Schedule, each Consolidated Subsidiary; (v) the names Subsidiary of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary Company is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporationincorporation or formation, as applicable, and has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Except as set forth on Section 5.7(a4.3(a)(iii) of the Disclosure Schedule, which jurisdictions constitute each such Subsidiary of the only jurisdictions Company is duly qualified or licensed as a foreign corporation to do business, and is in which good standing, in each jurisdiction where the character of its properties or assets owned, leased or operated by it or the nature of its activities makes such Consolidated Subsidiary’s businesses qualification or the ownership or leasing of its properties requires such qualificationlicensing necessary, except where the failure to be so qualify qualified or licensed would not be reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry have, individually or in the aggregate, a Material Adverse Effect. (b) Except as set forth on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies Section 4.3(b) of the certificate Disclosure Schedule, all of formation, limited liability company agreement, charter, bylaws or other organizational documents the Equity Securities of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary Company are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held owned (of record and owned beneficially beneficially), directly or indirectly, by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (all Liens, other than restrictions under any (i) Lien arising pursuant to applicable securities Laws and (ii) Permitted Liens. Except as set forth on Section 4.3(b) of the Securities Act and state securities laws)Disclosure Schedule, claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There (A) there are no outstanding direct or authorized optionsindirect restrictions on transfers (including, warrantsno rights of first refusal or similar rights) or voting of the Equity Securities of any Subsidiary of the Company and (B) no Person has been granted any agreement or option, rightsor any right or privilege capable of becoming an agreement or option, agreements or commitments providing for the issuancepurchase, disposition subscription, allotment or acquisition issue of any equity interests Equity Securities of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to Subsidiary of the voting of any equity interests of any Consolidated SubsidiaryCompany. (c) Except as set forth for the ownership interests in Section 5.7(c) the Subsidiaries of the Disclosure ScheduleCompany, none of the Company does not control or any of its Subsidiaries own, directly or indirectly or have indirectly, any direct or indirect equity participation or similar interest Equity Securities in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a SubsidiaryPerson. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. The name and state of incorporation of each Significant Subsidiary of National City (aeach, a “National City Significant Subsidiary”) is set forth in Section 5.7(a) 4.4 of the National City Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entityLetter. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated National City Significant Subsidiary is a corporation bank, a corporation, a limited liability company or other business entity or association duly organized, validly existing and in good standing (or the local Law equivalent) under the laws Laws of its respective jurisdiction of incorporation or organization and is qualified to do business as a foreign corporation or foreign business entity in each jurisdiction in which its ownership or lease of property or the nature of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Scheduleconducted by it makes such qualification necessary, which jurisdictions constitute the only except for such jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualify qualified would not have nor reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave, individually or in the aggregate, a Material Adverse Effect. Each Consolidated National City Significant Subsidiary has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on the its businesses in which it is engaged and to own and use the properties owned and used by itas they are now being conducted. The Company has delivered to the Buyer complete and accurate copies All outstanding shares of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents capital stock of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated National City Significant Subsidiary are duly authorized, owned by National City or a Subsidiary of National City (a “National City Subsidiary”) and are validly issued, fully paid, nonassessable paid and free of preemptive rights. All equity interests (except pursuant to 12 USC Section 55 in the case of each Consolidated Subsidiary national bank Subsidiary) nonassessable, are held of record and owned beneficially by either the Company or another Consolidated Subsidiary not subject to preemptive rights and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, all Liens. There are no outstanding subscriptions, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding convertible securities or authorized options, warrants, rights, any other agreements or commitments providing for the issuance, disposition or acquisition of any equity interests character relating to the issued or unissued capital stock or other securities of any Consolidated Subsidiary. There are no outstanding stock appreciationNational City Significant Subsidiary obligating any National City Significant Subsidiary to issue, phantom deliver or sell, or cause to be issued, delivered or sold additional shares of its capital stock or similar rights with respect obligating any National City Significant Subsidiary to grant, extend or enter into any Consolidated Subsidiary. There are no voting trustssubscription, proxies option, warrant, right, convertible security or other agreements similar agreement or understandings with respect to the voting of any equity interests of any Consolidated Subsidiarycommitment. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. The Company’s only subsidiaries that are consolidated with the Company for financial reporting purposes under GAAP are those listed on Schedule C hereto (a) Section 5.7(a) each, a “Subsidiary” and collectively, the “Subsidiaries”). Each of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number Subsidiaries has been duly organized and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business validly existing as a foreign corporation corporation, limited liability company or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and limited partnership in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership to conduct transact business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature such qualification is required, whether by reason of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationproperty or the conduct of business, except where the failure to be so qualify qualified or to be in good standing would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests capital stock of each Consolidated such Subsidiary are has been duly authorized, authorized and validly issued, is fully paid, nonassessable paid and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record non-assessable and is owned beneficially directly or indirectly by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under security interest, mortgage, pledge, lien encumbrance, claim or equity; none of the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition shares of capital stock of any equity interests of the Subsidiaries was issued in violation of the preemptive or other similar rights of any Consolidated securityholder of such Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. Except (cA) Except as set forth in Section 5.7(cthe Registration Statement, the General Disclosure Package and the Prospectus, (B) portfolio investments made after • and (C) the interest of the Disclosure ScheduleARCC CLO 2006 LLC in ARCC Commercial Loan Trust, a Delaware statutory trust, as trust beneficiary, the Company does not control own, directly or indirectly indirectly, any shares of stock or any other equity or debt securities of any corporation or have any direct equity or indirect equity participation or similar debt interest in any corporationfirm, partnership, limited liability company, joint venture, trust association or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Except as set forth on Section 5.7(a) of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) 4.04 of the Disclosure Schedule, which jurisdictions constitute no Transferred Subsidiary owns or controls or during the only jurisdictions past year has owned or controlled, directly or indirectly, any equity interest in which any other Person and no Transferred Subsidiary is or during the nature of such Consolidated Subsidiary’s businesses past year has been a participant in any joint venture, partnership or the ownership similar arrangement whether or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by ittreated as a partnership for federal income tax purposes. The Company has delivered to the Buyer complete and accurate copies of the certificate of formationauthorized, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated direct or indirect subsidiary of a Transferred Subsidiary (each a “Secondary Subsidiary”) are set forth on Section 4.04 of the Disclosure Schedule. The only issued and outstanding equity interests of the Secondary Subsidiaries are those set forth on Section 4.04 of the Disclosure Schedule, all of which are duly authorized, validly issued, fully paidpaid and nonassessable (to the extent such concepts are applicable to the Transferred Interests under applicable Law), nonassessable and free of preemptive rightsthe issuance thereof was in compliance with all applicable Laws. All No other equity interests of each Consolidated Subsidiary the Secondary Subsidiaries have been issued, are held of record and owned beneficially by either the Company in treasury or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsreserved for issuance. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in shown on Section 5.7(c) 4.04 of the Disclosure Schedule, there are no outstanding Options with respect to the Company does not control directly Secondary Subsidiaries or indirectly agreements, arrangements or have any direct understandings to issue Options with respect to the Secondary Subsidiaries and there are no preemptive rights or indirect equity participation agreements, arrangements or similar interest in any corporation, partnership, limited liability company, joint venture, trust understandings to issue preemptive rights with respect to the issuance or other entity that is not a Subsidiary. (d) Effective as sale of the consummation Secondary Subsidiaries’ equity interests. Each of the Closing, Transferred Subsidiaries owns the Company will not hold any direct or indirect equity interest in any interests set forth opposite such Transferred Subsidiary’s name on Section 4.04 of the Excluded SubsidiariesDisclosure Schedule free and clear of all Liens other than Liens described in clauses (i) and (viii) of the definition of Permitted Liens.

Subsidiaries. (a) Section 5.7(a3.4(a) of the Disclosure Schedule Schedules sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number forth a correct and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Corporation’s Subsidiaries. Each such Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other an entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed formation (as set forth in Section 5.7(a3.4(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary Schedules) and has all requisite full corporate power and authority to carry on the businesses in which it is engaged own, lease and operate its properties, rights and assets and to own carry out its business as now conducted. Correct and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate Governing Documents of formation, limited liability company agreement, charter, bylaws each of the Corporation’s Subsidiaries (as amended to date) have been provided to Buyer prior to the Effective Date. (b) The authorized capital stock or other organizational documents Equity Interests of each Consolidated Subsidiary currently of the Corporation’s Subsidiaries is set forth in effectSection 3.4(b) of the Disclosure Schedules. No Consolidated Subsidiary is Except as set forth in default under Section 3.4(b) of the Disclosure Schedules, the Corporation owns, directly or in violation of any provision of its charterindirectly, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All all of the issued and outstanding equity interests shares or other Equity Interests of each Consolidated Subsidiary of its Subsidiaries, free and clear of Liens, and has the right to exercise all voting and other rights over such Equity Interests. All of the outstanding shares or other Equity Interests of the Corporation’s Subsidiaries are duly authorized, validly issued, fully paidpaid and non-assessable, nonassessable and free have not been issued in violation of any preemptive rights. All equity interests , rights of each Consolidated Subsidiary are held first refusal, rights of record and owned beneficially by either the Company first offer or another Consolidated Subsidiary and are held or owned free and clear similar rights of any restrictions on transfer Person. (other c) Other than restrictions under the Securities Act and state securities laws)Equity Interests set forth in Section 3.4(b) of the Disclosure Schedules, claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There there are no outstanding voting or authorized optionsnon-voting securities of the Corporation’s Subsidiaries, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock stock, performance units or similar rights with respect to the Corporation’s Subsidiaries, securities of the Corporation’s Subsidiaries convertible into or exchangeable for voting or non-voting securities, or options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, preemptive rights or other Contracts that could require any Consolidated Subsidiaryof the Corporation’s Subsidiaries to issue, sell, or otherwise cause to become outstanding any Equity Interest in the Corporation’s Subsidiaries, and no authorization therefor has been given. There are no voting trustsoutstanding obligations of any of the Corporation’s Subsidiaries to repurchase, proxies redeem or otherwise acquire any capital stock or other agreements or understandings with respect to the voting Equity Interests of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure ScheduleCorporation’s Subsidiaries. No bonds, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust debentures or other entity that is not a SubsidiaryIndebtedness of the Corporation’s Subsidiaries have the right to vote (or are convertible or exchangeable into securities having the right to vote) on any matters on which the equityholders of the Corporation’s Subsidiaries may vote. (d) Effective as of Neither the consummation of Corporation nor its Subsidiaries has any interest in, nor has the Closing, the Company will not hold any direct Corporation or indirect equity interest in any of its Subsidiaries agreed to acquire an interest (including any Equity Interests) in, provide a loan or capital contribution to, or merge or consolidate with, a corporate body or any other Person (other than any such transactions among the Excluded Corporation and its Subsidiaries).

Subsidiaries. Except as set forth on Schedule 3.3 of the Disclosure Schedule: (a) Section 5.7(a) the Company does not own or control, directly or indirectly, any interest in, or other Equity Securities issued by, any Person, other than direct or indirect wholly-owned Subsidiaries. As of the Disclosure Schedule sets forth: (i) Execution Date, the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and Company is not a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors participant in any joint venture, partnership or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedsimilar arrangement. (b) Each Consolidated Subsidiary each of the Company’s Subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary incorporation or formation (as applicable), has all requisite corporate or limited liability company (as applicable) power and authority to carry on its businesses as presently conducted and is duly qualified to conduct transact business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature conduct of such Consolidated Subsidiary’s its businesses or the ownership or leasing location of its properties requires makes such qualificationqualification necessary, except where the failure to be so qualify qualified would not reasonably not, individually or in the aggregate, result in a Material Adverse Effect. Schedule 3.3 sets forth the capitalization of each of the Company’s Subsidiaries, including the number of shares of issued and outstanding Equity Securities of each such Subsidiary as of the Execution Date. (c) all of the outstanding Equity Securities of each of the Company’s Subsidiaries listed on Schedule 3.3 of the Disclosure Schedules will be expected validly issued, fully paid and nonassessable (except to the extent nonassessibility may be materially adverse with respect to affected by Section 18-607 of the Delaware Limited Liability Company Act), and free of restrictions on transfer, other than restrictions on transfer under the Governing Documents of such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power , applicable state and authority to carry on the businesses in which it is engaged federal securities Laws, and to own and use the properties owned and used by itother Liens arising by, through or under Investor or its Affiliates. The Company has delivered good and valid title to the Buyer complete and accurate copies Equity Securities of each of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All Company’s Subsidiaries listed on Schedule 3.3 of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorizedDisclosure Schedules, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (transfer, other than transfer restrictions under the Securities Act Governing Documents of such Subsidiary, applicable state and state federal securities laws)Laws and any Liens arising by, claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding through or authorized options, warrants, rights, agreements under Investor or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiaryits Affiliates. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a3.2(c) of the Company Disclosure Schedule sets forth: (i) the name Letter contains a list of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the Company, including its name, and its jurisdiction of organization of each Consolidated Subsidiary; (vincorporation or formation. Except as set forth in Section 3.2(c) the names of the officers and directors Company Disclosure Letter, each Subsidiary of the Company has been duly incorporated or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934formed, as amended. (b) Each Consolidated Subsidiary the case may be, is a corporation or other entity duly organized, validly existing and in good standing under the laws of the in its jurisdiction of incorporation or formation and in good standing in its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business jurisdiction of incorporation or formation and is in good standing and it is qualified or authorized to do business (as customarily certified by the applicable Governmental Entity in respect of the entities registered in such jurisdictions) under the laws Laws of each every other jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses qualification or the ownership or leasing of its properties requires such qualificationauthorization is required, except where the failure to be so qualify would qualified or otherwise authorized does not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryconstitute a Material Adverse Effect. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c3.2(c) of the Company Disclosure ScheduleLetter, (A) all of the issued and outstanding Equity Interests of each Subsidiary of the Company are owned directly or indirectly by the Company (the percentage and type of ownership of any Subsidiary of the Company of which the Company does not control directly own all of the issued and outstanding Equity Interests being set forth on Section 3.2 of the Company Disclosure Letter), free and clear of all Encumbrances (other than any restrictions on transfer of securities arising under any applicable federal, state or indirectly foreign securities laws), and are duly authorized and validly issued, free of preemptive or have any direct other third party rights and, as to Equity Interests of corporate Subsidiaries, are fully paid and non-assessable, (B) there is no subscription, option, warrant, call right, agreement or indirect equity participation commitment relating to the issuance, sale, delivery, transfer or similar interest in redemption by any corporation, partnership, limited liability company, joint venture, trust Subsidiary of the Company (including any right of conversion or exchange under any outstanding security or other entity that is not a Subsidiary. (dinstrument) Effective as of the consummation capital stock, partnership capital or equivalent of any Subsidiary of the ClosingCompany or to make any payment based on the value of any Equity Interests of such Subsidiary (other than any such subscription, option, warrant, call right, agreement or commitment in favor of the Company will not hold or any direct wholly owned Subsidiary of the Company) and (C) other than Organizational Documents, there are no voting trusts or indirect equity interest in other agreements or understandings to which any of the Excluded SubsidiariesAcquired Companies is a party with respect to voting such Equity Interests. There is no provision of any Acquired Company’s Organizational Documents that would restrict the ability to encumber any of the assets or Equity Interests of an Acquired Company owned by another Acquired Company or that is the Company.

Subsidiaries. (a) Section 5.7(a3.6(c)(i) of the Seller Disclosure Schedule sets forth: (i) forth a true, correct and complete list of all Subsidiaries of the name Company, listing for each Subsidiary its name, its jurisdiction of each Consolidated Subsidiary; (ii) organization, its authorized equity interests and the type ownership of entity of each Consolidated Subsidiary; (iii) the number all issued and type of outstanding equity securities interests. All the outstanding shares of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934capital stock, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formationpartnership interests, limited liability company agreement, charter, bylaws interests or other organizational documents equity interests, as applicable, of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or of the Company’s Subsidiaries have been validly issued and are fully paid and nonassessable, have not been issued in violation of any provision of its charterpreemptive or similar rights, bylaws were issued in compliance with applicable securities Laws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary exemptions therefrom and are held owned, directly or owned indirectly, by the Company, free and clear of any restrictions on transfer (Liens, other than restrictions under Liens imposed by applicable securities Laws. Except as set forth in Section 3.6(c)(ii) of the Securities Act and state securities laws)Seller Disclosure Schedule, claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There there are no (i) outstanding options or authorized optionsother securities convertible into or exchangeable or exercisable for any shares of the capital stock, warrantspartnership interests, rightslimited liability company interests or other equity interests, agreements as applicable, of any of the Company’s Subsidiaries or any rights to subscribe for or to purchase, or any agreements, arrangements or commitments of any kind or character providing for the issuance, disposition delivery or acquisition sale, or reservation for issuance (contingent or otherwise) of any shares of capital stock, partnership interests, membership interests or other equity interests interests, as applicable, of any Consolidated Subsidiary. There are no of the Company’s Subsidiaries or (ii) outstanding stock equity appreciation, phantom stock equity, profit participation or similar rights with respect to any Consolidated Subsidiaryof the Company’s Subsidiaries. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c3.6(c)(iii) of the Seller Disclosure Schedule, none of the Company does not control directly Company’s Subsidiaries is subject to any right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement or indirectly stockholders agreement, buy sell agreements or have other Contract, including any direct Contract restricting the ownership, voting rights, distribution rights or indirect equity participation or similar interest in any corporationdisposition of the shares of capital stock, partnershippartnership interests, limited liability company, joint venture, trust company interests or other entity that is not a Subsidiary. (d) Effective as equity interests of the consummation Company’s Subsidiaries. Except as set forth in Section 3.6(c)(i) of the ClosingSeller Disclosure Schedule, neither the Company will not hold any direct or indirect equity interest in nor any of the Excluded Subsidiariesits Subsidiaries owns, directly or indirectly, any capital stock, partnership interests, limited liability company interests or other equity interests of any Person.

Subsidiaries. (a) Section 5.7(a) of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Each CVS Subsidiary is qualified an entity duly incorporated or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity otherwise duly organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation or organization, has all corporate, limited liability company or comparable powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its incorporationbusiness as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CVS. Each Consolidated such CVS Subsidiary is duly qualified to conduct do business as a foreign entity and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of where such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationqualification is necessary, except for those jurisdictions where the failure to be so qualify qualified would not not, individually or in the aggregate, reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave a Material Adverse Effect on CVS. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses All Significant Subsidiaries (as defined in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies Regulation S-X of the certificate Exchange Act) of formation, limited liability company agreement, charter, bylaws or other organizational documents CVS and their respective jurisdictions of each Consolidated Subsidiary currently incorporation are identified in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. CVS 10-K. (b) All of the issued and outstanding equity capital stock of, or other voting securities or ownership interests of in, each Consolidated CVS Subsidiary are duly authorizedis owned by CVS, validly issueddirectly or indirectly, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer Lien (other than restrictions under statutory Liens for Taxes not yet payable) and free of any other limitation or restriction (including any restriction on the Securities Act and state right to vote, sell or otherwise dispose of such capital stock or other voting securities lawsor ownership interests), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding (i) securities of CVS or authorized optionsany of the CVS Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any CVS Subsidiary or (ii) options or other rights to acquire from CVS or any of the CVS Subsidiaries, warrantsor other obligations of CVS or any of the CVS Subsidiaries to issue, rightsany capital stock or other voting securities or ownership interests in, agreements or commitments providing any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary of CVS (the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiaryitems in clauses (i) and (ii) being referred to collectively as the “CVS Subsidiary Securities”). There are no outstanding stock appreciation, phantom stock obligations of CVS or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded SubsidiariesCVS Subsidiaries to repurchase, redeem or otherwise acquire any CVS Subsidiary Securities.

Subsidiaries. The Company’s only subsidiaries are Seaboard Outdoor Advertising Co., Inc., a New York corporation, and Sale Point Posters, Inc., a New York corporation (acollectively, the “Subsidiaries” or individually, a “Subsidiary”). The Company owns of record and beneficially one hundred (100) Section 5.7(a) shares of common stock of Seaboard Outdoor Advertising Co., Inc., representing all of the Disclosure Schedule sets forth: issued and outstanding shares of common stock of Seaboard Outdoor Advertising Co., Inc. Seaboard Outdoor Advertising Co., Inc. owns of record and beneficially one hundred (i100) the name shares of each Consolidated Subsidiary; (ii) the type common stock of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list Sale Point Posters, Inc., representing all of the holder(s) thereof; (iv) the jurisdiction outstanding shares of organization common stock of each Consolidated Subsidiary; (v) the names Sale Point Posters, Inc. Each Subsidiary of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary Company is a corporation or other entity duly organized, validly existing and corporation in good standing under the laws of the jurisdiction state of New York with full corporate power and authority to own or lease its incorporationproperties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted. Each Consolidated Except where the failure to be so qualified would not have a Material Adverse Effect, each Subsidiary is duly qualified to conduct do business and is as a foreign corporation in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of where such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would qualification is required and it is not reasonably be expected required to be materially adverse with respect licensed or qualified to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses conduct its business or own its property in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or any other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsjurisdiction. There are no outstanding or authorized options, warrants, rights, agreements options or commitments providing for other rights to purchase or acquire any of the issuance, disposition or acquisition shares of capital stock of any equity interests Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities. Neither the articles of incorporation, bylaws, nor any other agreement of either Subsidiary affecting the shares of such entities contain a right of first refusal or similar right or option in favor of any Consolidated other person or entity in the event any stockholder desires to sell. Seller has furnished to Buyer for its examination true, correct and complete copies of (i) the articles of incorporation and bylaws of each Subsidiary, if any; (ii) any shareholder agreement, voting trust, option agreement, or other agreement or instrument which affects the corporate governance of the Subsidiaries or the right and ability of Company or Seller to transfer its ownership of the shares of the Subsidiaries; (iii) the minute books of each Subsidiary containing all records required to be set forth of all proceedings, consents, actions and meetings of the stockholders and board of directors of each such Subsidiary; and (iv) the stock transfer books of each Subsidiary setting forth all transfers of any capital stock, all of which are complete and correct. There are no outstanding stock appreciation, phantom stock or similar rights with respect Neither Subsidiary owes any declared but unpaid dividends to any Consolidated Subsidiaryperson or entity. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, Neither the Company does not control directly or indirectly or have nor any direct or indirect equity participation or similar interest in Subsidiary is a party to any corporationjoint venture, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct similar arrangement and owns no stock or indirect equity interest in any of the Excluded Subsidiariesother entity.

Subsidiaries. (a) Section 5.7(a) of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Acquired Subsidiary is a corporation or other entity limited liability company, duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business organization and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which conduct its Business as it is engaged now being conducted and to own own, lease and use operate the properties assets of the Business where such assets are now owned and or used by it, except for those licenses, authorizations, permits, consents and approvals the absence of which would not be material to any of the Acquired Subsidiaries, taken as a whole. The Company has delivered Each Acquired Subsidiary is duly qualified to do business as a foreign entity and is in good standing (to the Buyer complete and accurate copies extent applicable) under the Laws of each state or other jurisdiction in which either the ownership or use of the certificate assets owned or used by it, or the nature of formationthe activities conducted by it, limited liability company agreementmakes such qualification or licensing necessary, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently except in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except those jurisdictions where the effect of any such default failure to be so qualified or violation licensed would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryconstitute a Material Adverse Effect. All Each Acquired Subsidiary (including the amount or percentage of the issued Acquired Company’s direct or indirect ownership in each Acquired Subsidiary) and outstanding equity interests its respective jurisdiction of each Consolidated organization and qualification is identified on Schedule 4.4. Except as set forth in Schedule 4.4, the Acquired Company and the Acquired Subsidiaries do not, directly or indirectly, own any Equity Securities in any other Person. (a) Except as disclosed in Schedule 4.4, all of Subsidiary Membership Interests are duly authorizedowned by the Acquired Company, validly issueddirectly or indirectly, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (all Liens other than restrictions Liens that will be released at or before Closing, Liens arising under the Securities Act Governing Documents of the Acquired Subsidiary or applicable securities Laws. Except as disclosed in Schedule 4.4, none of the Acquired Subsidiaries have granted to any Person any agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase, subscription, allotment or issue of any unissued interests, units or other securities (including convertible securities or warrants) of such Subsidiary. All Subsidiary Membership Interests have been duly authorized and state securities laws)validly issued and were not issued in violation of, claimsor (except as disclosed in Schedule 4.4) subject to, Liensany preemptive rights or preferential rights of subscription or purchase of any other Person. (b) None of the Subsidiary Membership Interests are subject to any voting trust, optionsmember or partnership agreement or voting agreement or other agreement, warrantsright, rightsinstrument or understanding with respect to any purchase, contractssale, callsissuance, commitmentstransfer, equities and demandsrepurchase, redemption or voting of any Subsidiary Membership Interests, other than the Governing Documents of the Acquired Subsidiaries or as set forth on Schedule 4.4. There are no outstanding contractual obligations to repurchase, redeem or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of otherwise acquire any equity interests of any Consolidated SubsidiarySubsidiary Membership Interests. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) The Subsidiary Membership Interests constitute 100% of the Disclosure Schedule, Equity Securities in the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Acquired Subsidiaries.

Subsidiaries. (a) Each Subsidiary of the Company is set forth in Section 5.7(a) 4.3 of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934Schedule, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation and has the requisite power and authority to own, lease and operate its incorporationassets and properties and to carry on its business as it is now being conducted. Each Consolidated The Company has never had a Subsidiary that is duly not listed in Section 4.3 of the Company Disclosure Schedule as a Subsidiary of the Company. Except as set forth in Section 4.3 of the Company Disclosure Schedule, each of such Subsidiaries is qualified to conduct business do business, and is in good standing under in the laws of each jurisdiction listed State(s) set forth in Section 5.7(a) 4.2 of the Company Disclosure Schedule, and without limiting the foregoing, to the best knowledge of Dachis, is qualified to do business with the Native American Tribes set forth in Section 4.3 of the Company Disclosure Schedule. Any such Subsidiary does not lease or operate properties or otherwise conduct business in any other State or to the best knowledge of Dachis, with any Native American Tribe. Except as set forth in Section 4.3 of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate outstanding shares of formation, limited liability company agreement, charter, bylaws or other organizational documents capital stock of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary , and are held of record and owned beneficially directly or indirectly by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws)liens, claims, Liensencumbrances, security interests, equities, charges and options of any nature whatsoever. Each then existing Subsidiary of the Company is listed in Exhibit 21 to the Company 10-KSB. As of the date hereof and as of the Closing Date, there are no outstanding stock appreciation rights, subscriptions, options, warrants, rights, calls, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements commitments, understandings, restrictions or understandings with respect arrangements relating to the voting issuance, sale, voting, transfer, ownership or other rights affecting any shares of capital stock of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) Subsidiary of the Disclosure ScheduleCompany, the Company does not control directly including any right of conversion or indirectly exchange under any outstanding security, instrument or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiaryagreement. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Each Subsidiary of the Company has been duly organized and is validly existing and, where such concept is recognized, in good standing under the Applicable Laws of the jurisdiction of its incorporation or organization. Each Subsidiary of the Company has the requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary of the Company is duly qualified to do business, and, where such concept is recognized, is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or good standing necessary. The Company has heretofore made available to Parent complete and correct copies of the certificate of incorporation and bylaws or similar organizational or governing documents of each of its Subsidiaries, and all amendments thereto, as currently in effect. None of the Subsidiaries of the Company is in violation of its organizational or governing documents, except for any such violations that, in the aggregate, would not have a Company Material Adverse Effect. Section 5.7(a4.6(a) of the Company Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and contains a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names all of the officers Subsidiaries of the Company, its place and directors or managers form of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedorganization. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests Equity Interests in each Subsidiary of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company are owned by the Company, directly or another Consolidated Subsidiary and are held or owned indirectly, free and clear of any restrictions Lien, and free of any other limitation or restriction (including any restriction on transfer the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other than restrictions under voting securities or ownership interests in any Subsidiary of the Securities Act and state securities laws), claims, LiensCompany or (ii) subscriptions, options, warrants, rights, contracts, calls, commitmentscontracts or other rights to acquire from the Company or any of its Subsidiaries, equities or other obligation of the Company or any of its Subsidiaries to issue, any Equity Interests in, or any securities convertible into or exchangeable for any Equity Interests in, any Subsidiary of the Company (the items in clauses (i) and demands(ii) are referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or authorized optionsany of its Subsidiaries to repurchase, warrants, rights, agreements redeem or commitments providing for otherwise acquire any of the issuance, disposition or acquisition of any equity interests of any Consolidated SubsidiaryCompany Subsidiary Securities. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c4.6(b) of the Company Disclosure ScheduleSchedule sets forth, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as for each Subsidiary of the consummation Company, as applicable: (i) its authorized capital stock, voting securities or ownership interests and (ii) the number and type of the Closingany capital stock, the Company will not hold voting securities or ownership interests, and any direct option, warrant, right or indirect equity interest in any of the Excluded Subsidiariessecurity (including debt securities).

Subsidiaries. (a) Section 5.7(a) 4.5 of the Disclosure Schedule sets forth: (i) forth the true and complete name of each Consolidated Company Entity that is a Subsidiary of the Company, and, with respect to each such Subsidiary; (ii) , the type jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, its status and manner of entity treatment for U.S. federal income Tax purposes, the number of each Consolidated Subsidiary; (iii) membership interests or shares of its authorized capital stock, the number and type class of outstanding units or shares thereof duly issued and outstanding, the names of all members, stockholders or other equity securities owners and the number of membership interests owned by each Consolidated member, shares of stock owned by each stockholder or the amount of equity owned by each equity owner. Each such Subsidiary is a duly organized and a complete and accurate list validly existing limited liability company, corporation, partnership or other entity in good standing under the Laws of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors its incorporation or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated organization. Each such Subsidiary is duly qualified or holds licenses authorized to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws Laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature conduct of such Consolidated Subsidiary’s businesses its business or the ownership or leasing of its properties requires such qualificationqualification or authorization, except where the failure to be so qualify qualified, authorized or in good standing has not had and would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave a material impact on the Company Entities, taken as a whole. Each Consolidated such Subsidiary has all requisite company, corporate or entity power and authority to own its properties and carry on the businesses in which it is engaged and to own and use the properties owned and used by itits business as presently conducted. The Company has delivered to the Buyer complete and accurate copies outstanding membership interests, shares of the certificate of formation, limited liability company agreement, charter, bylaws capital stock or other organizational documents equity interests of each Consolidated such Subsidiary currently in effect. No Consolidated Subsidiary is in default under or are validly issued, fully paid and non-assessable and were not issued in violation of any provision purchase or call option, right of its charterfirst refusal, bylaws subscription right, preemptive right or any similar right. All such shares or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary represented as being owned by any Company Entity are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned them free and clear of any restrictions on transfer and all Liens (other than any transfer restrictions imposed by the terms of the operating agreement or bylaws still in effect of any of the Company Entities or by reason of the issuance of securities without registration or qualification under the Securities Act federal and state securities lawsLaws). There is no existing option, claimswarrant, Lienscall, optionsright or Contract to which any such Subsidiary is a party requiring, warrantsand there are no convertible securities of any such Subsidiary outstanding which upon conversion would require, rightsthe issuance of any membership interests, contractsshares of capital stock or other equity interests of any such Subsidiary or other securities convertible into shares of capital stock or other equity interests of any such Subsidiary. The Company does not own, callsdirectly or indirectly, commitmentsany membership interests, equities and demandscapital stock or equity securities of any Person other than the Subsidiaries so listed. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for material restrictions on the issuance, disposition or acquisition ability of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded SubsidiariesCompany’s Subsidiaries to make distributions of cash to their respective equity holders.

Subsidiaries. (a) Section 5.7(a) Each of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary Parent’s Subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and to carry on its business as it is now being conducted. Each Consolidated Subsidiary of the Parent’s Subsidiaries is duly qualified as a foreign corporation to conduct business do business, and is in good standing under the laws of standing, in each jurisdiction listed in Section 5.7(a) where the character of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which its properties owned or leased or the nature of its activities makes such Consolidated Subsidiary’s businesses qualification necessary, which states or jurisdictions are listed on Section 5.7 of the ownership or leasing of its properties requires such qualificationParent Disclosure Schedule, except where the failure to be so qualify qualified or in good standing would not reasonably be expected have a Material Adverse Effect on the Parent. Exhibit 21 to be materially adverse the Parent’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, as filed with the SEC, lists the only Subsidiaries of the Parent at September 30, 2006, and all Subsidiaries of the Parent thereafter formed or acquired are listed in Section 5.7 of the Parent Disclosure Schedule. All of the outstanding shares of capital stock of the Subsidiaries of the Parent are validly issued, fully paid and nonassessable and are owned by the Parent free and clear of all liens, claims, charges or encumbrances, and there are no irrevocable proxies with respect to such Consolidated Subsidiaryshares. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) 5.7 of the Parent Disclosure ScheduleSchedule and except for the capital stock of its Subsidiaries, the Company Parent does not control own, directly or indirectly indirectly, any capital stock or have any direct or indirect equity participation or similar other ownership interest in any corporation, partnership, limited liability company, joint venture, trust limited liability company or other entity that which is not a Subsidiary. (d) Effective as material to the business of the consummation Parent and its Subsidiaries, taken as a whole. There are no restrictions on the Parent to vote the stock of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded its Subsidiaries.

Subsidiaries. (a) Each Subsidiary of the Company is an entity duly incorporated or otherwise duly organized, validly existing and (where applicable or recognized) in good standing under the Law of its jurisdiction of incorporation or organization, except where the failure to be in good standing can be corrected without the payment of a material sum and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Each Subsidiary of the Company has all corporate, limited liability company or comparable powers and all Governmental Authorizations required to carry on its business as now conducted, except for those powers or Governmental Authorizations the absence of which has not been, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole. Each such Subsidiary is duly qualified to do business and is in good standing (to the extent the concept of good standing or its equivalent is applicable under the Laws of such jurisdiction) in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) All of the outstanding capital stock or other voting securities of or other ownership interests in each Subsidiary of the Company are owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests), in each case other than Permitted Liens. Section 5.7(a3.06(b) of the Company Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and contains a complete and accurate list of the holder(s) thereof; (iv) the name and jurisdiction of organization of each Consolidated Subsidiary; (v) the names Subsidiary of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entityCompany. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c3.06(b) of the Company Disclosure Schedule, each Subsidiary of the Company does not control is directly or indirectly wholly-owned by the Company. Except as set forth in Section 3.06(b) of the Company Disclosure Schedule, there are no issued, reserved for issuance or have outstanding (x) securities of the Company or any direct of its Subsidiaries convertible into, or indirect equity participation exchangeable for, shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the Company, (y) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any shares of capital stock or other voting securities of or other ownership interests in or any securities convertible into, or exchangeable for, any shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the Company, or (z) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar interest securities or rights issued or granted by the Company or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of or other ownership interests in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as Subsidiary of the consummation Company (the items in clauses (x) through (z), together with the capital stock of, other voting securities of, and any other equity interests in each Subsidiary of the Closing, Company being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding contractual obligations of the Company will not hold or any direct of its Subsidiaries to repurchase, redeem or indirect equity interest in otherwise acquire any of the Excluded SubsidiariesCompany Subsidiary Securities.

Subsidiaries. (a) Section 5.7(aSchedule 5.3(a) of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and forth a complete and accurate list of the holder(s) thereof; (iv) the name and jurisdiction of organization each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), and the authorized, issued and outstanding Equity Interests of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Company Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents outstanding Equity Interests of each Consolidated Subsidiary currently in effect. No Consolidated Company Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held non-assessable and is directly owned of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned as set forth on Schedule 5.3(a), free and clear of any restrictions Encumbrances other than Encumbrances on transfer imposed under applicable securities law. The Company Subsidiaries have no Equity Interests reflected on their books and records as treasury shares. The Company was formed solely for the purpose of holding all of the issued and outstanding shares of capital stock of Navilyst Medical Holdings, Inc., a Delaware corporation (“Holdings”). Holdings was formed solely for the purpose of holding all of the issued and outstanding shares of capital stock of Navilyst Medical, Inc., a Delaware corporate (“OpCo”). Neither the Company nor Holdings has conducted any business other than restrictions (i) in connection with holding all of the issued and outstanding shares of capital stock of Holdings or OpCo, as applicable, and (ii) with respect to Holdings, performance of its obligations under the Securities Act Credit Agreement and state related agreements and, prior to the organization of the Company, acting as the top tier holding company and issuing equity securities lawsto its Securityholders, including the Sellers and the Optionholders. (b) Except as set forth on Schedule 5.3(b), claimsthere are no other Equity Interests of any Company Subsidiary authorized, Liensissued, options, warrants, rights, contracts, calls, commitments, equities reserved for issuance or outstanding and demands. There are no outstanding or authorized options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), stock appreciation rights, agreements calls or commitments providing for of any character whatsoever to which any such Company Subsidiary is a party or may be bound requiring the issuance, disposition delivery or acquisition sale of any equity interests Equity Interests of any Consolidated such Company Subsidiary. There are no outstanding or authorized stock appreciation, phantom stock stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, any Consolidated Company Subsidiary to which the Company or any Company Subsidiary is bound. No Company Subsidiary has any authorized or outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which is convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equity holders of such Company Subsidiary on any matter. Except as set forth on Schedule 5.3(b), there are no Contracts to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound to (i) repurchase, redeem or otherwise acquire any shares of the capital stock of, or other Equity Interests in, such Company Subsidiary or (ii) vote or dispose of any shares of the capital stock of, or other Equity Interests in, such Company Subsidiary. There are no irrevocable proxies and no voting trusts, proxies or other agreements or understandings with respect to any shares of the voting of capital stock of, or other Equity Interests in, any equity interests of any Consolidated Company Subsidiary. (c) . Except as set forth on Schedule 5.3(a), neither the Company nor any Company Subsidiary owns, directly or indirectly, any capital stock of, or other Equity Interest in, any Person (other than the Company Subsidiaries in Section 5.7(c) the case of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a SubsidiaryCompany). (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) Each of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary Company’s Subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and to carry on its business as it is now being conducted. Each Consolidated Subsidiary of the Subsidiaries is duly qualified as a foreign corporation to conduct business do business, and is in good standing under the laws of standing, in each jurisdiction listed in Section 5.7(a) where the character of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which its properties owned or leased or the nature of its activities makes such Consolidated Subsidiary’s businesses qualification necessary, which states or jurisdictions are listed on Section 4.7 of the ownership or leasing of its properties requires such qualificationCompany Disclosure Schedule, except where the failure to be so qualify qualified or in good standing would not reasonably be expected have a Material Adverse Effect on the Company. Exhibit 21 to be materially adverse the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “2006 10-K”), as filed with the SEC, lists the only Subsidiaries of the Company at December 31, 2006, and all Subsidiaries of the Company thereafter formed or acquired are listed in Section 4.7 of the Company Disclosure Schedule. All of the outstanding shares of capital stock of the Subsidiaries of the Company are validly issued, fully paid and nonassessable and are owned by the Company free and clear of all liens, claims, charges or encumbrances, and there are no irrevocable proxies with respect to such Consolidated Subsidiaryshares. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) 4.7 of the Company Disclosure ScheduleSchedule and except for the capital stock of its Subsidiaries, the Company does not control own, directly or indirectly indirectly, any capital stock or have any direct or indirect equity participation or similar other ownership interest in any corporation, partnership, limited liability company, joint venture, trust limited liability company or other entity that which is not a Subsidiary. (d) Effective as material to the business of the consummation of the ClosingCompany and its Subsidiaries, taken as a whole. There are no restrictions on the Company will not hold any direct or indirect equity interest in to vote the stock of any of the Excluded its Subsidiaries.

Subsidiaries. The Company's only subsidiaries are Ares Capital CP Funding LLC, a Delaware limited liability company, ARCC Xxxxxxxxx Corporation, a Delaware corporation, ARCC Xxxxxxxxx LLC, a Delaware limited liability company, ARCC CLO 2006, LLC, a Delaware limited liability company and Ares Capital FL Holdings LLC, a Delaware limited liability company [insert any others] (a) Section 5.7(a) each, a "Subsidiary" and collectively, the "Subsidiaries"). Each of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number Subsidiaries has been duly organized and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business validly existing as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and limited liability company in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company to conduct transact business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature such qualification is required, whether by reason of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationproperty or the conduct of business, except where the failure to be so qualify qualified or to be in good standing would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests capital stock of each Consolidated such Subsidiary are has been duly authorized, authorized and validly issued, is fully paid, nonassessable paid and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record non-assessable and is owned beneficially directly or indirectly by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under security interest, mortgage, pledge, lien encumbrance, claim or equity; none of the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition shares of capital stock of any equity interests of the Subsidiaries was issued in violation of the preemptive or other similar rights of any Consolidated securityholder of such Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. Except (ca) Except as set forth in Section 5.7(cthe Registration Statement, the General Disclosure Package and the Prospectus, (b) portfolio investments made after • and (c) the interest of the Disclosure ScheduleARCC CLO 2006 LLC in ARCC Commercial Loan Trust, a Delaware statutory trust, as trust beneficiary, the Company does not control own, directly or indirectly indirectly, any shares of stock or any other equity or debt securities of any corporation or have any direct equity or indirect equity participation or similar debt interest in any corporationfirm, partnership, limited liability company, joint venture, trust association or other entity that is not a Subsidiaryentity. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) of the Disclosure Schedule 4.4 sets forth: (i) forth the name of each Consolidated Subsidiary; direct and indirect Subsidiary of the Company, including THC and the other Target Companies, and with respect to each Subsidiary (iia) the type its jurisdiction of entity of each Consolidated Subsidiary; organization, (iiib) its authorized capital stock or other equity interests (if applicable), (c) the number of issued and type outstanding shares of capital stock or other equity interests and the record holders and beneficial owners thereof and (d) its Tax election to be treated as a corporate or a disregarded entity under the Code and any state or applicable non-U.S. Tax laws, if any. All of the outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, authorized and validly issued, were offered, sold and delivered in compliance with all applicable Laws governing the issuance of securities, are fully paidpaid and non-assessable, nonassessable and free are owned by one or more of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned its Subsidiaries free and clear of any restrictions on transfer all Liens (other than restrictions under those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts to which the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsCompany or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the equity interests of any Subsidiary of the Company other than the Organizational Documents of any such Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements agreements, subscriptions, convertible securities or commitments to which any Subsidiary of the Company is a party or which are binding upon any Subsidiary of the Company providing for the issuance, disposition issuance or acquisition redemption of any equity interests of any Consolidated SubsidiarySubsidiary of the Company. There are no outstanding stock equity appreciation, phantom stock equity, profit participation or similar rights with respect to granted by any Consolidated SubsidiarySubsidiary of the Company. There are no voting trusts, proxies or other agreements or understandings with respect to Except for the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure ScheduleSubsidiaries listed on Schedule 4.4, the Company does not control directly or indirectly own or have any direct rights to acquire, directly or indirect indirectly, any capital stock or other equity participation interests of any Person. None of the Company or similar interest its Subsidiaries is a participant in any corporation, partnership, limited liability company, joint venture, trust partnership or other entity that is not a Subsidiary. (d) Effective as similar arrangement. There are no outstanding contractual obligations of the consummation Company or its Subsidiaries to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. No Subsidiary of the ClosingCompany has any limitation on its ability to make any distributions or dividends to its equity holders, the Company will not hold any direct whether by Contract, Order or indirect equity interest in any of the Excluded Subsidiariesapplicable Law.

Subsidiaries. (a) Section 5.7(a) 3.5 of the of the Disclosure Schedule Schedules correctly sets forth: (i) forth the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) Target Company, the jurisdiction of its organization and the Persons owning the outstanding equity interest of each Consolidated such Subsidiary; (v) the names . Each Subsidiary of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary Target Company is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business organization and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has possesses all requisite power and authority necessary to own its properties and to carry on the its businesses as now being conducted and as presently proposed to be conducted and is qualified to do business in every jurisdiction in which its ownership of property or the conduct of business requires it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryqualify. All of the issued and outstanding equity interests interest of each Consolidated Subsidiary are duly authorized, of the Target Company is validly issued, fully paidpaid and nonassessable, nonassessable and free and, except as set forth on Section 3.5 of preemptive rights. All the of the Disclosure Schedules, all of the equity interests interest of each Consolidated such Subsidiary are held of record and is owned beneficially by either the Target Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsall Encumbrances. There are no outstanding rights or authorized options, options to subscribe for or to purchase any equity interest of any Subsidiary of the Target Company or any stock or securities convertible into or exchangeable for such equity interest. No Subsidiary of the Target Company is subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its equity interest or any warrants, rights, agreements options or commitments providing for other rights to acquire its equity interest. None of the issuance, disposition or acquisition equity interest of any equity interests Subsidiary of the Target Company is subject to, or was issued in violation of, any Consolidated Subsidiary. There are no outstanding stock appreciationpurchase option, phantom stock call option, right of first refusal or offer, co- sale or participation right, preemptive right, subscription right or similar rights with respect to any Consolidated Subsidiaryright. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in on Section 5.7(c) 3.5 of the of the Disclosure ScheduleSchedules, neither the Target Company does not control directly nor any of its Subsidiaries owns or indirectly holds the right to acquire any Capital Stock or have any direct other security or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust other Person or other entity that is not a Subsidiary. (d) Effective as has any obligation to make any Investment in any Person. Section 3.5 of the consummation Disclosure Schedules sets forth a list of all officers and directors of each of the ClosingTarget Company’s Subsidiaries. The copies of each Subsidiary’s articles of incorporation and bylaws (or similar governing documents or operating agreements) have been furnished to Buyer, reflect all amendments made thereto at any time prior to the Company will not hold any direct or indirect equity interest in any date of the Excluded Subsidiariesthis Agreement and are true, correct and complete.

Subsidiaries. (a) Section 5.7(a) of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; Each Holding Company Subsidiary (iii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation duly organized bank, corporation, limited liability company or other entity duly organizedstatutory trust, validly existing and in good standing under the laws of the jurisdiction of applicable laws, (ii) has full corporate power and authority to carry on its incorporation. Each Consolidated Subsidiary business as now conducted and to own, lease and operate its assets, properties and business, and (iii) is duly qualified to conduct do business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the states where its ownership or leasing of property or the conduct of its properties business requires such qualification, except qualification and where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry have a Material Adverse Effect on the businesses in which it is engaged and to own and use the properties owned and used by itHolding Company on a consolidated basis. The Company has delivered to the Buyer complete and accurate copies outstanding shares of the certificate of formation, limited liability company agreement, charter, bylaws capital stock or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Holding Company Subsidiary have been duly authorized and are duly authorized, validly issuedissued and outstanding, fully paidpaid and nonassessable and, nonassessable and free except as set forth in Section 3.3(b)(i) of preemptive rights. All Holding Company’s Disclosure Letter, all such shares or equity interests of each Consolidated Subsidiary are held of record and directly or indirectly owned beneficially by either the Holding Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act all liens, claims and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding encumbrances or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition preemptive rights of any person. No rights are authorized, issued or outstanding with respect to the capital stock or equity interests of any Consolidated Holding Company Subsidiary and there are no agreements, understandings or commitments relating to the right of Holding Company to vote or to dispose of the capital stock or equity interests of any Holding Company Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to restrictions on the voting ability of any equity interests of any Consolidated Subsidiary. (c) Except Holding Company Subsidiary to pay dividends or distributions except as set forth in Section 5.7(c13.1-653 of the VSCA and, in the case of a Holding Company Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. A true and complete list of each direct and indirect Holding Company Subsidiary as of the date hereof is set forth in Section 3.3(b)(i) of Holding Company’s Disclosure Letter that shows the Disclosure Schedulejurisdiction of organization of each Holding Company Subsidiary, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any its form of organization (corporation, partnership, limited liability company, joint venturestatutory trust, trust etc.), and lists the owner(s) and percentage ownership (direct or indirect) of each Holding Company Subsidiary. Section 3.3(b)(i) of Holding Company’s Disclosure Letter also lists any corporation, bank or other entity that is not a Subsidiary. business organization of which it or any Holding Company Subsidiary owns, directly or indirectly, five percent (d5%) Effective as or more of the consummation outstanding capital stock or other equity interests, and shows the jurisdiction of organization, form of organization, and lists the owner(s), number of shares or other equity interests held and percentage ownership (direct or indirect) of each such entity. As used herein, the term “Holding Company Subsidiary” means any corporation, bank or other business organization, whether incorporated or unincorporated, as to which the Holding Company or any Holding Company Subsidiary owns or controls, directly or indirectly, at least a majority of the Closing, the Company will not hold any direct securities or indirect equity interest in any other interests that have by their terms ordinary voting power to elect a majority of the Excluded Subsidiariesboard of directors or others performing similar functions with respect to such corporation, bank or other business organization.

Subsidiaries. Except as set forth in Section 3.02 of the Company Disclosure Schedule, the Company has no Subsidiaries (as defined in Article X) and neither the Company nor any Subsidiary has any equity investment or other interest in, nor has the Company or any Subsidiary made advances or loans to (other than intra-company transactions between or among the Company and any Subsidiary and other than for customary credit extended to customers of the Company in the Ordinary Course of Business (as defined in Article X) and reflected in the Financial Statements (as defined in Section 3.08)), any Person. Section 3.02 of the Company Disclosure Schedule sets forth (a) Section 5.7(a) the authorized capital stock or other equity interests of each Subsidiary and the percentage of the Disclosure Schedule sets forth: (i) the name outstanding capital stock or other equity interests of each Consolidated Subsidiary; (ii) Subsidiary owned by the type Company. All of entity such shares of each Consolidated Subsidiary; (iii) the number and type of outstanding capital stock or other equity securities of each Consolidated Subsidiary and a complete and accurate list interests of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names Subsidiaries have been duly authorized and validly issued and are outstanding, fully paid and nonassessable and except as set forth in Section 3.02 of the officers Company Disclosure Schedule, are owned by the Company free and directors or managers clear of each Consolidated Subsidiary; and all Encumbrances (vias defined in Article X) the jurisdictions in which each Consolidated other than Encumbrances arising under applicable securities Laws. Each Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws Laws of its state or jurisdiction of organization (as listed in Section 3.02 of the jurisdiction of Company Disclosure Schedule), and has the requisite corporate or limited liability company power and authority to own, operate and lease its incorporationAssets and to carry on its business as currently conducted. Each Consolidated Subsidiary is duly qualified to conduct business as a foreign Person and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which where the nature of such Consolidated Subsidiary’s businesses its business or the ownership or leasing of its properties requires makes such qualificationqualification necessary, except other than where the failure to be so qualify qualified would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The have a Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated SubsidiaryMaterial Adverse Effect. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) Each of the Disclosure Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list D hereto. Each of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary Subsidiaries has been duly formed, is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 validly existing under the Securities Exchange Act laws of 1934United States, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organizedthe case may be, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary , has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Prospectus, and is duly qualified to conduct transact business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature conduct of such Consolidated Subsidiary’s businesses its business or the its ownership or leasing of its properties property requires such qualification, except where to the extent that the failure to be so qualify qualified or be in good standing would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry result in a Material Adverse Change on the businesses Company and its Subsidiaries, taken as a whole. Except as otherwise disclosed in which it is engaged the Registration Statement, the Disclosure Package and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies Prospectus, all of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents equity interests of each Consolidated Subsidiary currently have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in effectaccordance with its articles of association, memorandum of association or charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). No Consolidated None of the outstanding share capital or equity interest in any Subsidiary is in default under or was issued in violation of any provision of its charter, bylaws preemptive or other organizational documents except where the effect similar rights of any security holder of such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests constitutive or organizational documents of each Consolidated Subsidiary of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are duly authorizedin full force and effect. Apart from the Subsidiaries, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company has no direct or another Consolidated Subsidiary and are held indirect subsidiaries or owned free and clear of any restrictions on transfer (other company over which it has direct or indirect effective control. Other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure ScheduleSubsidiaries, the Company does not control directly or indirectly control any entity through contractual arrangements or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other otherwise such that the entity that is not would be deemed a Subsidiary. (d) Effective as consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the consummation Company on the consolidated financial statements of the ClosingCompany, regardless of whether the Company will not hold any direct directly or indirect equity interest in any indirectly owns less than a majority of the Excluded Subsidiariesequity interests of such person.

Subsidiaries. (a) Section 5.7(aOther than its Subsidiaries listed on Schedule 5.4(a) of (such Subsidiaries, the Disclosure Schedule sets forth: (i“Company Subsidiaries”) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (viprior to the Spinoff) EIS, the jurisdictions Company does not directly or indirectly own, or have any interest in which each Consolidated Subsidiary is qualified or holds licenses right to do business as a foreign corporation acquire or control, any Equity Interests of any other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedPerson. (b) Each Consolidated Company Subsidiary is a corporation or other entity duly organized, validly existing and (to the extent such concept exists under applicable Law) in good standing under the laws Laws of the its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its incorporation. Each Consolidated Subsidiary is duly qualified properties and assets and to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationBusiness, except where the failure to so qualify be in good standing would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. have a Company Material Adverse Effect. (c) The Company has delivered to is, directly or indirectly, the Buyer complete record holder and accurate copies Beneficial Owner of all of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All outstanding Equity Interests of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorizedCompany Subsidiaries, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer Lien (other than restrictions under applicable securities Laws). All of such Equity Interests (x) have been duly authorized, (y) are validly issued, fully-paid and non-assessable and (z) were not offered, issued or granted in violation of any preemptive right, subscription right, right of first refusal or other similar right. Except for the Securities Act and state securities laws)Equity Interests in other Company Subsidiaries, claimsno Company Subsidiary owns, Liensdirectly or indirectly, any Equity Interests in any other Person. (d) There are no outstanding options, warrants, rights, contracts, calls, commitmentsconvertible securities or other Contracts to which any Company Entity is bound with respect to the transfers, equities and demandsvoting or other disposition of the Equity Interests of any Company Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiarythe Company Subsidiaries. There are no voting trusts, stockholder agreements, proxies or other agreements Contracts or understandings in effect to which any Company Entity is a party with respect to the voting or transfer of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Company Subsidiaries’ Equity Interests. No Company Entity has granted to any Person any Contract, warrant or option, or any other conversion right or right to purchase, subscribe for or receive an issuance of any Equity Interests of such Company Subsidiary.

Subsidiaries. (a) Section 5.7(a) Schedule 4.8 of the Company Disclosure Schedule sets forth: forth a list of (i) all of the name Subsidiaries of each Consolidated Subsidiary; the Company, (ii) the type of entity of authorized and outstanding capital stock for each Consolidated Subsidiary; such Subsidiary and (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature record owner of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryshares. All of the issued and outstanding equity interests shares of capital stock of each Consolidated such Subsidiary are duly authorized, validly issued, fully paid, paid and nonassessable and free of not subject to any preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) on Schedule 4.8 of the Company Disclosure Schedule, the Company does not control presently own or control, directly or indirectly indirectly, beneficially or have of record, any direct or indirect equity participation or similar interest in any other corporation, partnership, limited liability company, partnership, association or other Person, or any right to acquire any such interest. The Company is not a participant in any joint venture, trust partnership or similar arrangement. There are no record owners of, and no other Person has any beneficial interest in, the outstanding capital stock of each such Subsidiary other than the record owners specifically listed on Schedule 4.8 of the Company Disclosure Schedule. Other than the authorized and outstanding capital stock for each such Subsidiary as listed on Schedule 4.8 of the Company Disclosure Schedule, there are not any shares of capital stock of the Subsidiaries authorized, issued or outstanding; and there are not and there have never been any securities exchangeable or exercisable for or convertible into, or any rights to acquire, shares of any capital stock of such Subsidiaries. The outstanding shares of capital stock of each Subsidiary were issued in compliance with all applicable federal and provincial laws concerning the issuance of securities. The shares of capital stock of each Subsidiary that are listed on Schedule 4.8 of the Company Disclosure Schedule (i) are duly registered in the name of the Person listed as owner of such shares on Schedule 4.8 of the Company Disclosure Schedule, (ii) such Person has good, valid and marketable title to such shares, beneficially and of record, free and clear of any and all Encumbrances, (iii) such Person has the sole right to transfer the Shares and (iv) such shares constitute all of the issued and outstanding capital stock of the Subsidiary. No Subsidiary is a party to, or bound by, any agreement, instrument or understanding restricting the transfer of any of its shares. There are no voting trusts or other entity that agreements or understandings to which such Subsidiary is not a Subsidiary. (d) Effective as party with respect to the voting of the consummation its capital stock. There are no outstanding rights in favor of the Closing, the Company will not hold any direct Person to purchase any capital stock or indirect equity interest in other securities from any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) Each of the Disclosure Schedule sets forth: Company’s “subsidiaries” (i) the name for purposes of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions this Agreement, as defined in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 405 under the Securities Exchange Act of 1934Act) has been duly incorporated or organized, as amended. (b) Each Consolidated Subsidiary the case may be, and is a corporation or other entity duly organized, validly existing and as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Change. Each Consolidated Subsidiary of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to conduct transact business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature such qualification is required, whether by reason of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualificationproperty or the conduct of business, except where the failure to so qualify would or to be in good standing could not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryresult in a Material Adverse Change. Each Consolidated Subsidiary has Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding capital stock or other equity or ownership interests of each Consolidated Subsidiary are of the Company’s subsidiaries have been duly authorized, authorized and validly issued, are fully paid, paid and nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company Company, directly or another Consolidated Subsidiary and are held or owned through subsidiaries, free and clear of any restrictions on transfer (other than restrictions under security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom capital stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the Excluded Subsidiariessubsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The only subsidiaries of the Company are (i) the subsidiaries listed on Exhibit 21.1 to the Registration Statement and (ii) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X).

Subsidiaries. (a) Section 5.7(a) of the Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Grey Wolf Subsidiary is a corporation or other legal entity duly organized, organized or constituted and validly existing and in good standing under the laws Applicable Laws of the its jurisdiction of its incorporation, organization or formation. Each Consolidated Grey Wolf Subsidiary has all requisite corporate, limited liability company, partnership or other business power and authority to own or lease and operate its properties and assets and to carry on its business as currently conducted, except (with respect to foreign Grey Wolf Subsidiaries only) as would have an immaterial effect on Grey Wolf and the Grey Wolf Subsidiaries, taken as a whole. Each Grey Wolf Subsidiary is duly qualified to conduct business and is in good standing under (to the laws of extent such concept exists in the relevant jurisdiction) in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the ownership or lease and operation of its property or the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties business requires such qualification, except where for jurisdictions in which any failures to be so qualified or to be in good standing, individually or in the failure to so qualify aggregate, have not had or caused and would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiaryhave or cause a Grey Wolf Material Adverse Effect. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies All of the certificate outstanding shares of formationcapital stock of, limited liability company agreement, charter, bylaws or other organizational documents Equity Interests in, each Grey Wolf Subsidiary are duly authorized, validly issued, fully paid and nonassessable and are owned, directly or indirectly, by Grey Wolf, (except for Equity Interests representing an immaterial ownership required under the Applicable Laws of each Consolidated any foreign jurisdiction to be owned by others), free and clear of all Liens, except for Permitted Liens and Liens granted under the Grey Wolf Credit Agreements. (b) Section 3.4(b) of the Grey Wolf Disclosure Letter sets forth all Grey Wolf Subsidiaries (other than Holdings) and the percentage Equity Interest of such Grey Wolf Subsidiary currently in effectheld, directly or indirectly, by Grey Wolf. No Consolidated Subsidiary is in default under or Grey Wolf’s U.S. Subsidiaries are not in violation of any provision their respective Grey Wolf Subsidiary Charter Documents, and Grey Wolf’s non-U.S. Subsidiaries are not in material violation of its chartertheir respective Grey Wolf Subsidiary Charter Documents. (c) Fifty (50) shares of Holdings Common Stock, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All representing fifty percent (50%) of the issued and outstanding equity interests capital stock of each Consolidated Subsidiary are duly authorizedHoldings is owned directly by Grey Wolf. Holdings has been formed solely for the purpose of engaging in the transactions contemplated hereby (including transactions in connection with the Holdings Credit Facilities) and, as of the Effective Time, will not have engaged in any activities other than in connection with the transactions contemplated by this Agreement (including transactions in connection with the Holdings Credit Facilities). Immediately prior to the Effective Time, no shares of Holdings Equity Interests will be issued and outstanding other than 50 shares of Holdings Common Stock that will be held by Grey Wolf and the 50 shares of Holdings Common Stock that will be held by Basic, all of which shares shall be cancelled in accordance with Section 2.10 hereof at the Effective Time. The shares of Holdings Common Stock to be issued in connection with the Mergers, when issued in accordance with this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest Holdings owns no Equity Interests in any of the Excluded Subsidiariesother Person.

Subsidiaries. (a) Each Subsidiary of the Company has been duly organized and is validly existing and, where such concept is recognized, in good standing under the Applicable Laws of the jurisdiction of its incorporation or organization. Each Subsidiary of the Company has the requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary of the Company is duly qualified to do business, and, where such concept is recognized, is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or good standing necessary, except for such failures to be so qualified or in good standing that would not have a Company Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of the certificate of incorporation and bylaws or similar organizational or governing documents of each of its Subsidiaries, and all amendments thereto, as currently in effect. None of the Subsidiaries of the Company is in violation of its organizational or governing documents. Section 5.7(a4.06(a) of the Company Disclosure Schedule sets forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and contains a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names all of the officers and directors or managers Subsidiaries of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedCompany. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction listed Except as set forth in Section 5.7(a4.06(b) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of outstanding Equity Interests in each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary Company are duly authorizedowned by the Company, validly issueddirectly or indirectly, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions Lien, and free of any other limitation or restriction (including any restriction on transfer the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other than restrictions under voting securities or ownership interests in any Subsidiary of the Securities Act and state securities laws), claims, LiensCompany or (ii) subscriptions, options, warrants, rights, contracts, calls, commitmentscontracts or other rights to acquire from the Company or any of its Subsidiaries, equities or other obligation of the Company or any of its Subsidiaries to issue, any Equity Interests in, or any securities convertible into or exchangeable for any Equity Interests in, any Subsidiary of the Company (the items in clauses (i) and demands(ii) are referred to collectively as the “Company Subsidiary Securities”). There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) obligations of the Disclosure ScheduleCompany or any of its Subsidiaries to repurchase, the Company does not control directly redeem or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in otherwise acquire any of the Excluded SubsidiariesCompany Subsidiary Securities.

Subsidiaries. Except as set forth on the Disclosure Schedule, the Company has no Subsidiaries and no equity investment or other interest in, nor has the Company made advances or loans to, any corporation, association, partnership, joint venture or other entity, other than credit extended in the Ordinary Course of Business, except as set forth in the Disclosure Schedule. The Disclosure Schedule sets forth (a) Section 5.7(a) the authorized capital stock of each direct and indirect Subsidiary of the Disclosure Schedule sets forth: (i) Company and the name percentage of the outstanding capital stock of each Consolidated Subsidiary; (ii) Subsidiary directly or indirectly owned by the type of entity of each Consolidated Subsidiary; (iii) the number Company, and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) the nature and amount of any such equity investment, other interest or advance. All of such shares of capital stock of Subsidiaries directly or indirectly held by the Company have been duly authorized and validly issued and are outstanding, fully paid and nonassessable. The Company directly, or indirectly through wholly owned Subsidiaries, owns all such shares of capital stock of the direct or indirect Subsidiaries free and clear of all Encumbrances. Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws of the its state or jurisdiction of incorporation (as listed in the Disclosure Schedule), and has all requisite corporate power and authority to own, operate and lease its incorporationAssets and to carry on its business as currently conducted. Each Consolidated Subsidiary is duly qualified to conduct business and is in good standing under in the laws of each jurisdiction states, countries and territories listed in Section 5.7(a) of the Disclosure Schedule. The Subsidiaries are not qualified to conduct business in any other jurisdictions, which jurisdictions constitute the only jurisdictions in which and neither the nature of such Consolidated Subsidiary’s their businesses or nor the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies character of the certificate of formationAssets owned, limited liability company agreement, charter, bylaws leased or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of otherwise held by them makes any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsqualification necessary. There are is no outstanding state, country or authorized options, warrants, rights, agreements territory wherein the absence of licensing or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiaryqualification as a foreign corporation would have a Material Adverse Effect. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(aSchedule 4.5(a) sets forth for each Subsidiary of Earthbound I, as of the Disclosure Schedule sets forth: date hereof, (i) the name of each Consolidated Subsidiary; the entity and the jurisdiction in which it is incorporated or organized, (ii) the type number or percentage of entity the equity interests of each Consolidated Subsidiary; class, series or type thereof outstanding, and (iii) the number and type of outstanding equity securities name of each Consolidated Subsidiary Person that holds any such equity interests and a complete and accurate list the amount of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entitysuch equity interests owned. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity The Earthbound I Subsidiaries are duly organized, validly existing and in good standing under the laws Laws of the jurisdiction their respective jurisdictions of its incorporationorganization and have all requisite power and authority to own, lease and operate their properties and to carry on their businesses as now conducted. Each Consolidated Subsidiary is The Earthbound I Subsidiaries are duly qualified or authorized to conduct do business and is are in good standing under the laws Laws of each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions they own or lease real property and each other jurisdiction in which the nature conduct of such Consolidated Subsidiary’s their businesses or the ownership or leasing of its their properties requires such qualificationqualification or authorization, except where the failure to be so qualify qualified, authorized or in good standing would not reasonably be expected to be materially have a material adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. effect. (b) The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary the Earthbound I Subsidiaries are duly authorized, validly issued, fully paidpaid and non-assessable, nonassessable and free of preemptive rights. All all such equity interests represented as being owned by Earthbound I or one of each Consolidated Subsidiary its Subsidiaries are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned it free and clear of any and all Liens except for restrictions contained in the organizational documents of such Subsidiary or in applicable securities laws and as otherwise set forth on transfer (other than restrictions under the Securities Act and state securities lawsSchedule 4.5(b)(i). Except as set forth on Schedule 4.5(b)(ii), claimsthere is no existing option, Lienswarrant, optionscall, warrants, rights (including any preemptive rights, contractsphantom equity, callsprofit participation and similar rights) or Contract to which any Earthbound I Subsidiary is a party requiring, commitments, equities and demands. There there are no securities of any Subsidiary outstanding which upon conversion or authorized optionsexchange would require, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition issuance of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies Subsidiary or other agreements securities convertible into, exchangeable for or understandings with respect evidencing the right to the voting of any subscribe for or purchase equity interests of any Consolidated Subsidiary. (c) . No member of the Company Group owns, directly or indirectly, any capital stock or other equity securities or interests of any Person other than the Earthbound I Subsidiaries. Except as set forth in Section 5.7(c) on Schedule 4.5(b)(iii), there are no material restrictions on the ability of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect Earthbound I Subsidiaries to make distributions of cash to their respective equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiaryholders. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) 4.10 of the Disclosure Schedule sets forth: (i) forth the name Parent Subsidiaries, including a description of capitalization of each Consolidated Parent Subsidiary; (ii) , the type of entity of each Consolidated Subsidiary; (iii) Business conducted by the number and type of outstanding equity securities of each Consolidated Parent Subsidiary and a complete and accurate list its state of formation. Except as set forth on Section 4.10 of the holder(s) thereof; (iv) Disclosure Schedule, none of Parent or the jurisdiction Parent Subsidiaries owns, directly or indirectly, any ownership interests of organization of each Consolidated Subsidiary; (v) the names of the officers and directors any Person or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated business. Each Parent Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction state of its incorporationformation and has full corporate, partnership or limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its Business as it has been and is currently conducted. Each Consolidated Section 4.10 of the Disclosure Schedules sets forth each jurisdiction in which each Parent Subsidiary is licensed or qualified to do business, and each Parent Subsidiary is duly licensed or qualified to conduct do business and is in good standing under in each jurisdiction in which the laws properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. Parent, directly or indirectly through a Parent Subsidiary, is the record owner of and has good and valid title to the percentage of ownership interests of each jurisdiction listed in Parent Subsidiary indicated on Section 5.7(a) 4.10 of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity interests of each Consolidated Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsall Encumbrances. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements agreements, arrangements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect character relating to any Consolidated Subsidiaryownership interests in any Parent Subsidiary or obligating Parent, or any Parent Subsidiaries to issue or sell any of its ownership interests in the Parent Subsidiaries. There Other than the respective Organizational Documents of the Parent Subsidiaries, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded ownership interests in the Parent Subsidiaries. All actions required to be taken by each Parent Subsidiary in connection with this Agreement and the other Transaction Documents have been or will be duly authorized on or prior to the Closing.

Subsidiaries. (a) Section 5.7(a4.5(a) of the Company Disclosure Schedule Letter correctly sets forth: (i) forth the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) Company, the jurisdiction of organization its incorporation or organization, the number of each Consolidated duly authorized, issued, and outstanding equity interests of such Subsidiary; (v) , and the names Persons owning such equity interests of such Subsidiary. Each Subsidiary of the officers and directors Company is duly incorporated or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or organization and has all necessary power and authority to own, operate and lease the properties and assets now owned, operated and leased by it and to carry on its business as it is currently conducted. Each Consolidated Subsidiary of the Company is duly licensed or qualified to conduct business do business, as applicable, and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses properties owned, leased or operated by it or the ownership or leasing operation of its properties requires business as currently conducted makes such qualificationlicensing or qualification necessary, except where the failure to be so qualify licensed, qualified or in good standing would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses result in which it is engaged and to own and use the properties owned and used by it. The a Company has delivered to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effectMaterial Adverse Effect. No Consolidated Company Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Governing Documents. (b) All of the issued and outstanding equity interests of each Consolidated Subsidiary of the Company are duly authorized, validly issued, fully paidpaid and non-assessable (if applicable), nonassessable and free are not subject to, nor were they issued in violation of, preemptive rights created by statute, such Subsidiary’s Governing Documents or any Contract to which such Subsidiary is a party or by which it is bound and have been offered, sold and delivered by such Subsidiary in compliance in all material respects with all applicable Laws. Except as set forth on Section 4.5(b) of preemptive rights. All the Company Disclosure Letter, all such equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned of the Company free and clear of any restrictions on transfer (other than restrictions under the Securities Act Liens and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsare not subject to any option or right to purchase any such equity interests. There are no outstanding securities convertible into, exchangeable for or authorized options, warrants, rights, agreements or commitments providing for carrying the issuance, disposition or acquisition of any right to acquire equity interests of any Consolidated SubsidiarySubsidiary of the Company. There are no outstanding stock appreciationNo Subsidiary of the Company has any subscriptions, warrants, options (whether compensatory or non-compensatory), calls, puts, convertible securities, restricted interests, phantom interests, stock appreciation rights, equity or similar equity-based rights with respect or other arrangements or commitments of any kind relating to the equity interests of such Subsidiary or obligating such Subsidiary to issue, sell, acquire, purchase, redeem, convert, transfer or dispose of, or cause the issuance, sale, acquisition, purchase, redemption, conversion, transfer or sale of, any Consolidated Subsidiaryequity interest or any ownership interest or rights therein. There Except as set forth on Section 4.5(b) of the Company Disclosure Letter, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings or similar agreements or arrangements in effect with respect to the voting voting, transfer or other disposition of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) Subsidiary of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a SubsidiaryCompany. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) Section 5.7(a) 3.4 of the Disclosure Schedule sets forth: (i) forth the name Subsidiaries of each Consolidated Subsidiary; (ii) the type Company, including a description of entity capitalization of each Consolidated Company Subsidiary; (iii) , the number and type of outstanding equity securities of each Consolidated business conducted by the Company Subsidiary and a complete and accurate list its state of formation. Except as set forth on Section 3.4 of the holder(s) thereof; (iv) the jurisdiction Disclosure Schedule, neither Company owns, directly or indirectly, any ownership interests of organization of each Consolidated Subsidiary; (v) the names of the officers and directors any Person or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entitybusiness. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Company Subsidiary is a corporation or other entity limited liability company duly organized, validly existing and in good standing under the laws Laws of the jurisdiction state of its incorporationformation and has full limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Each Consolidated Section 3.4 of the Disclosure Schedules sets forth each jurisdiction in which each Company Subsidiary is licensed or qualified to do business, and each Company Subsidiary is duly licensed or qualified to conduct do business and is in good standing under the laws of in each jurisdiction listed in Section 5.7(a) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses properties owned or leased by it or the ownership or leasing operation of its properties requires business as currently conducted makes such qualificationlicensing or qualification necessary. Seller, except where directly or indirectly through each of the failure to so qualify would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary Companies, is the record owners of and has all requisite power good and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered valid title to the Buyer complete and accurate copies of the certificate of formation, limited liability company agreement, charter, bylaws or other organizational documents of each Consolidated Subsidiary currently in effect. No Consolidated Subsidiary is in default under or in violation of any provision of its charter, bylaws or other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding equity ownership interests of each Consolidated Subsidiary are duly authorizedCompany Subsidiary, validly issued, fully paid, nonassessable and free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and owned beneficially by either the Company or another Consolidated Subsidiary and are held or owned free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Liens, options, warrants, rights, contracts, calls, commitments, equities and demandsall Encumbrances. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements agreements, arrangements or commitments providing for the issuance, disposition or acquisition of any equity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect character relating to any Consolidated Subsidiaryownership interests in any Company Subsidiary or obligating Seller, any Company or any Major Subsidiary to issue or sell any of its ownership interests in the Subsidiaries. There Other than the respective Organizational Documents of the Subsidiaries, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded ownership interests in the Subsidiaries. All limited liability company actions required to be taken by each Company Subsidiary in connection with this Agreement and the other Transaction Documents have been or will be duly authorized on or prior to the Closing. Complete and correct copies of the organizational documents, including without limitation the limited liability company or operating agreement, of each Company Subsidiary have been made available to Buyer or Parent.