Common use of Subsidiaries Clause in Contracts

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its 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 do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule Section 4.7(a) of Exceptions sets forth the name Company Disclosure Letter contains a complete and state or accurate list of the name, jurisdiction of incorporation organization, capitalization and schedule of stockholders of each Subsidiary of its Subsidiariesthe Company. Each of such the Company’s Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing (or equivalent status) under the laws of the jurisdiction of its respective organization, (ii) has full corporate power and authority and all necessary government approvals except where the failure 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 do business as a foreign corporation and is be 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 licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries has the requisite corporate power and authority to carry on its respective business as it is presently being conducted and to own, lease or operate its respective properties and assets. Each of the Company’s Subsidiaries is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing (or equivalent status) would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished delivered or made available to the Company true Parent complete and complete correct copies of the certificates of incorporation, bylaws or other constituent documents, as amended, of the Company’s Subsidiaries. None of the Company’s Subsidiaries is in material violation of its certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinother applicable constituent documents. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock of, or other securities equity or voting interest in, each Subsidiary of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Company (i) have been duly authorized, validly issued, issued and are fully paid and nonassessable and (or the foreign equivalent for foreign Subsidiariesii) are owned beneficially and each such share or other equity interest owned of record by the Company or one of its wholly owned Subsidiaries is set forth in Section 4.7(a) of the Company Disclosure Letter, free and clear of all security interestsLiens and free of any other restriction (including any restriction on the right to vote, lienssell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. (c) There are no outstanding (i) shares of capital stock of or other voting or equity interests in any Subsidiary of the Company, claims(ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, pledgesor other equity or voting interest in, any Subsidiary of the Company, (iii) options, warrants, rights or other commitments or agreements to acquire from the Company or any of first refusalits Subsidiaries, agreementsor that obligate the Company or any of its Subsidiaries to issue, limitations any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iv) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii), (iii), (iv), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”), or (iv) other obligations by the Company or any of its Subsidiaries to make any payments based on the Company's price or such other Subsidiary's voting rights, charges and other encumbrances value of any nature whatsoevershares of any Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. (d) Neither the Company nor any of the Company’s Subsidiaries owns any shares of capital stock of or other voting or equity interests in (including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) any other Person.

Subsidiaries. Each of the Company’s direct and indirect subsidiaries (aeach a “Subsidiary” and collectively, the “Subsidiaries”) The has been identified on Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesE hereto. Each of such the Subsidiaries (i) has been duly formed, is a corporation or other business entity duly organized, validly existing under the laws of the jurisdiction of formation, including the British Virgin Islands and Singapore, as the case may be, and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) has full corporate power and authority and all necessary government approvals (corporate or otherwise) to own, lease and operate own its properties and assets property and to conduct its business as presently conducted described in the Registration Statement, the Disclosure Package, the Prospectus, and (iii) is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or its ownership or leasing of property requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to Change on the Company true and complete copies its Subsidiaries, taken as a whole. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the certificate equity interests of incorporationeach Subsidiary have been duly and validly authorized and issued, bylaws are owned directly or comparable indirectly by the Company, are fully paid in accordance with its amended and restated articles of association, memorandum of association or charter documents including any of the foregoing charter documents that will become effective upon completion of the Offering and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, and the Company has no such Subsidiary is in violation of direct or indirect subsidiaries or any provision therein. (b) The other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company owns beneficially, does not directly or indirectly, all indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the issued and outstanding capital stock or other securities Company on the consolidated financial statements of each such Subsidiary andthe Company, except as set forth in the Schedule regardless of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by whether the Company directly or one indirectly owns less than a majority of its Subsidiaries is free and clear the equity interests of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverperson.

Subsidiaries. Company does not directly or indirectly own any interest in any other corporation, partnership, joint venture or other business association or entity, foreign or domestic. (Such corporations, partnerships, joint ventures or other business entities of which Company owns, directly or indirectly, greater than fifty percent of the shares of capital stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body of such entity are hereinafter referred to as the "Company Subsidiaries".) (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Company Subsidiary that is a corporation or other business entity is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation. Each Company Subsidiary that is a partnership or a limited liability company is duly formed and validly existing under the laws of its organization, jurisdiction of formation. (iib) Each Company Subsidiary has full the corporate power and authority and all necessary government approvals or the partnership power, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted or presently conducted and proposed to be conducted. (iiic) Each Company Subsidiary that is a corporation is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in each jurisdiction where the character of the its properties owned, leased owned or operated by it held under lease or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed would not have, individually or in the aggregate, aggregate have a Company Material Adverse Effect. The Each Company has furnished or made available Subsidiary that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each character of its Subsidiariesproperties owned or held under lease or the nature of its activities makes such qualification necessary, each as amended except where the failure to date. Such organizational documents are be so qualified would not individually or in full force and effect, and no such Subsidiary is in violation of any provision thereinthe aggregate have a Company Material Adverse Effect. (bd) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, the Company Subsidiaries that are corporations are validly issued, fully paid and nonassessable nonassessable. (or e) All of the foreign equivalent for foreign Subsidiaries) and each such share outstanding shares of capital stock of, or other equity interest ownership interests in, each of the Company Subsidiaries owned by the Company or one of its Subsidiaries is a Company Subsidiary are owned by Company or by a Company Subsidiary free and clear of all security interests, any liens, claims, pledgescharges or encumbrances. Except as set forth in Section 5.2 hereof, there are not now, and at the Effective Time there will not be, any outstanding options, rights of first refusalwarrants, agreementssubscriptions, limitations on the Company's or such other Subsidiary's voting calls, rights, charges convertible securities or other agreements or commitments obligating Company or any Company Subsidiary to issue, transfer or sell any securities of Company or any Company Subsidiary. (f) There are not now, and at the Effective Time there will not be, any voting trusts, standstill, stockholder or other encumbrances agreements or understandings to which Company or any of the Company Subsidiaries is a party or is bound with respect to the voting of the capital stock of Company or any nature whatsoeverof the Company Subsidiaries.

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 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 corporation, association, partnership, joint venture or other entity. Section 3.02 of the Company Disclosure Schedule sets forth (a) The Schedule of Exceptions sets forth the name and state authorized capital stock or jurisdiction of incorporation other equity interests of each direct and indirect Subsidiary of its the Company and the percentage of the outstanding capital stock or other equity interests of each Subsidiary directly or indirectly owned by the Company, and (b) the nature and amount of any such equity investment, other interest or advance. All of such shares of capital stock or other equity interests 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 or other equity interests of the direct or indirect Subsidiaries free and clear of all Encumbrances (as defined in Article X). Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of its state or jurisdiction of incorporation (as listed in Section 3.02 of the jurisdiction of its organizationCompany Disclosure Schedule), (ii) and has the full and unrestricted corporate power and authority and all necessary government approvals to own, operate and lease and operate its properties and assets Assets and to conduct carry on its business as presently conducted and (iii) currently conducted. Each Subsidiary is duly qualified or licensed to do conduct business as a foreign corporation and is in good standing in each jurisdiction where the states, countries and territories listed in Section 3.02 of the Company Disclosure Schedule. The Subsidiaries are not qualified to conduct business in any other jurisdictions, and neither the nature of their businesses nor the character of the properties Assets owned, leased or operated otherwise held by it or the nature of its business them makes any such qualification or licensing necessary necessary, except where failure to be so qualified or licensed the absence of such qualification as a foreign corporation would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state Company is an entity duly incorporated or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity otherwise duly organized, validly existing and (where applicable or recognized) in good standing under the laws of the its jurisdiction of its incorporation or organization, (ii) except, in the case of any such Subsidiary, where the failure to be so incorporated, organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company has full corporate power and authority all corporate, limited liability company or comparable powers and all necessary government approvals Governmental Authorizations required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except for those powers or Governmental Authorizations the absence of which has not had, and (iii) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation entity and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The All of the outstanding capital stock or other voting securities of or other ownership interests in each Subsidiary of the Company owns beneficiallyare owned by the Company, directly or indirectly, all free and clear of any Lien and free of any other limitation or restriction (including any restriction on the issued and outstanding right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests), in each case other than (x) statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP, (y) transfer and other restrictions under applicable federal and state securities Laws and (z) in the case of Subsidiaries that are immaterial to the Company and its Subsidiaries, taken as a whole, immaterial Liens. Section 4.6(b) of the Company Disclosure Letter contains a complete and accurate list of the Subsidiaries of the Company, including, for each of the Subsidiaries, (i) its name and (ii) its jurisdiction of organization. Each Subsidiary is directly or indirectly wholly owned by the Company. There are no issued, reserved for issuance or outstanding (i) securities of each such Subsidiary andthe Company or any of its Subsidiaries convertible into, except as set forth in the Schedule of Exceptionsor exchangeable for, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other voting securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned ownership interests in any Subsidiary of the Company, (ii) 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 (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company or one any of its Subsidiaries is free and clear of all security intereststhat are derivative of, liensor provide economic benefits based, claimsdirectly or indirectly, pledges, options, rights of first refusal, agreements, limitations on the Company's value or such price of, any capital stock or other Subsidiary's voting rightssecurities of or other ownership interests in any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, charges and other encumbrances redeem or otherwise acquire any of any nature whatsoeverthe Company Subsidiary Securities.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) HCCH Subsidiary is a corporation or other business entity duly organizedincorporated, validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) has full all corporate power and authority powers and all necessary government approvals material Governmental Authorizations required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except such Governmental Authorizations the failure of which to have obtained would not have a Material Adverse Effect on HCCH, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties ownedproperty owned or leased by HCCH, leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary necessary, except for those jurisdictions where failure to be so qualified or licensed would not havenot, individually or in the aggregate, have a Material Adverse EffectEffect on HCCH. The Company has furnished or made available All Subsidiaries and Joint Ventures material to the Company true business of HCCH ("Material HCCH Subsidiaries") and complete copies their respective jurisdictions of incorporation or organization and HCCH's ownership interest therein are identified in the certificate of incorporation, bylaws or comparable organizational documents of each of HCCH Disclosure Schedule. Other than its Subsidiaries, each as amended to date. Such organizational documents are investments in full force its Subsidiaries and effectJoint Ventures, and no shares of stock in publicly held companies aggregating less than 10% of such Subsidiary is public company's outstanding stock, HCCH does not own, directly or indirectly, any outstanding capital stock or equity interest in violation of any provision thereincorporation, partnership, Joint Venture or other entity. (b) The Company owns beneficiallyAll of the outstanding capital stock of, or other ownership interests in, each Material HCCH Subsidiary that is owned by HCCH, is owned by HCCH, directly or indirectly, all free and clear of any material Lien and free of any other material limitation or restriction on its rights as owner thereof (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), other than those imposed by applicable law. There are no existing options, calls or commitments of any character relating to the issued and outstanding or unissued capital stock or other securities of each such or equity interests (collectively, "HCCH Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign SubsidiariesSecurities") and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverHCCH Subsidiary.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such the Subsidiaries of Parent (i) is a corporation or other business entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its organization, organization and (ii) has full the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except, in the case of (iiii) and (ii) for such failures to be duly organized, validly existing or in good standing, or to have such power and authority, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of the Subsidiaries of Parent is duly qualified or and licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the its properties owned, or assets owned or leased or operated by it or the nature of or the conduct of its business makes activities make such qualification qualification, license or licensing good standing necessary (with respect to jurisdictions that recognize the concept of good standing), except where the failure to be so qualified qualified, licensed or licensed in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The Company has furnished or made available to Section 4.7 of the Company Parent Disclosure Letter sets forth a true and complete copies list of the certificate Subsidiaries of incorporation, bylaws or comparable organizational documents Parent as of each the date of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinthis Agreement. (b) The Company owns beneficiallyExcept as set forth on Section 4.7(b) of the Parent Disclosure Letter, all of the outstanding capital stock of, or other equity interests in, each Subsidiary of Parent (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) is owned, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary andby Parent, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interestsLiens (other than Permitted Liens and restrictions on transfer arising under applicable federal and state securities Laws). (c) There are no outstanding (i) securities convertible into or exchangeable or exercisable for shares of capital stock of, liensor other equity interests in, claims, pledges, any Subsidiary of Parent; (ii) options, warrants or other rights or arrangements that obligate Parent or any Subsidiary of first refusalParent to issue, agreementsany capital stock of, limitations or other equity interest in, or any securities convertible into or exchangeable for, shares of capital stock of, or other equity interest in, any Subsidiary of Parent; or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of Parent or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the Company's value or such price of, any capital stock or other Subsidiary's voting rightssecurities of, charges or other ownership interests in, any Subsidiary of Parent. (d) Except as set forth on Section 4.7(d) of the Parent Disclosure Letter, and except for the capital stock or other encumbrances voting securities of, or other ownership interests in, its Subsidiaries and publicly traded securities held for investment that do not exceed five percent of the outstanding securities of any nature whatsoeverentity, Parent does not own, directly or indirectly, nor is Parent or any of its Subsidiaries party to any Contract, commitment or other agreement to acquire, any capital stock or other voting securities of, or other ownership interests in, any Person.

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions the Company Disclosure Letter sets forth (i) each Subsidiary of the name Company (individually, a “Company Subsidiary” and state or collectively, the “Company Subsidiaries”) and (ii) each such Company Subsidiary’s jurisdiction of incorporation of or organization. Each Company Subsidiary and each of its Subsidiaries. Each of such Subsidiaries (i) HATLP, OCOP and PLNL is a corporation duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and and, if applicable, in good standing under the laws Laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full all requisite corporate or other power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now being conducted. Each Company Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary necessary, except where for those jurisdictions in which the failure to be so qualified or licensed would not haveor to be in good standing, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse EffectEffect on the Company. The Company has furnished or made available to the Company true Parent true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its SubsidiariesCompany Subsidiary, each as amended to date. Such organizational documents are and in full force and effect, and no such Subsidiary is in violation effect on the date of any provision thereinthis Agreement. (b) The Company owns beneficiallyis, directly or indirectly, the record and Beneficial Owner of (i) all of the issued and outstanding capital stock or other securities Securities of each such Company Subsidiary (other than TNCLP), (ii) 75.321% of the outstanding Securities of TNCLP, (iii) 50% of the outstanding Securities of GrowHow, (iv) 50% of the outstanding Securities of HATLP, (v) 50% of the outstanding Securities of OCOP and (vi) 50% of the outstanding Securities of PLNL, in each case free and clear of any Liens and, except as set forth in with respect to the Schedule Securities of ExceptionsGrowHow, does not own an equity interest in HATLP, OCOP and PLNL, free of any other corporationlimitation or restriction (including any limitation or restriction on the right to vote, partnership sell, transfer or entity, other than in otherwise dispose of the Securities). All of such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Securities so owned by the Company have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by Securities of the Company Subsidiaries, GrowHow, HATLP, OCOP and PLNL, the Company does not own, directly or one of its Subsidiaries is free and clear of all security interestsindirectly, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverSecurities in any Person.

Subsidiaries. Parent does not directly or indirectly own any interest in any other corporation, partnership, joint venture or other business association or entity, foreign or domestic. (Such corporations, partnerships, joint ventures or other business entities of which Parent owns, directly or indirectly, greater than fifty percent of the shares of capital stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body of such entity are hereinafter referred to as the "Parent Subsidiaries".) (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Parent Subsidiary that is a corporation or other business entity is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation. Each Parent Subsidiary that is a partnership or a limited liability company is duly formed and validly existing under the laws of its organization, jurisdiction of formation. (iib) Each Parent Subsidiary has full the corporate power and authority and all necessary government approvals or the partnership power, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted or presently conducted and proposed to be conducted. (iiic) Each Parent Subsidiary that is a corporation is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in each jurisdiction where the character of the its properties owned, leased owned or operated by it held under lease or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed would not have, individually or in the aggregate, aggregate have a Parent Material Adverse Effect. The Company has furnished or made available Each Parent Subsidiary that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each character of its Subsidiariesproperties owned or held under lease or the nature of its activities makes such qualification necessary, each as amended except where the failure to date. Such organizational documents are be so qualified would not individually or in full force and effect, and no such Subsidiary is in violation of any provision thereinthe aggregate have a Parent Material Adverse Effect. (bd) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, the Parent Subsidiaries that are corporations are validly issued, fully paid and nonassessable nonassessable. (or e) All of the foreign equivalent for foreign Subsidiaries) and each such share outstanding shares of capital stock of, or other equity interest ownership interests in, each of the Parent Subsidiaries owned by the Company Parent or one of its Subsidiaries is a Parent Subsidiary are owned by Parent or by a Parent Subsidiary free and clear of all security interests, any liens, claims, pledgescharges or encumbrances. Except as set forth in Section 4.2 hereof, there are not now, and at the Effective Time there will not be, any outstanding options, rights of first refusalwarrants, agreementssubscriptions, limitations on the Company's or such other Subsidiary's voting calls, rights, charges convertible securities or other agreements or commitments obligating Parent or any Parent Subsidiary to issue, transfer or sell any securities of Parent or any Parent Subsidiary. (f) There are not now, and at the Effective Time there will not be, any voting trusts, standstill, stockholder or other encumbrances agreements or understandings to which Parent or any of the Parent Subsidiaries is a party or is bound with respect to the voting of the capital stock of Parent or any nature whatsoeverof the Parent Subsidiaries. (g) Sub is a newly incorporated company formed solely for purposes of the transactions contemplated by this Agreement and has engaged in no activity other than as provided in, or contemplated by, this Agreement.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name Attached hereto as DL 3.6 is a true and state or jurisdiction of incorporation complete list of each subsidiary of its the Corporation (the "Subsidiaries. Each "), and except as set forth on DL 3.6, each of such the Subsidiaries (i) is duly incorporated and validly existing as a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) has with 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 it is now conducted and (iii) to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction every jurisdiction, both domestic and foreign, where the character of the properties owned, property owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed would is not have, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. The Company has furnished or made available to Effect on the Company true Corporation and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each taken as amended to datea whole. Such organizational documents All Subsidiaries are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallywholly owned, directly or indirectly, all of by the issued and outstanding capital stock Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other securities of each such Subsidiary and, ownership interests in any other entity and except as set forth in DL 3.6, neither the Schedule of Exceptions, does not own an equity interest in Corporation nor any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all security interestsEncumbrances, liensoptions or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, claimswarrants, pledgesrights, optionssubscriptions, claims of any character, agreements, obligations, rights of first refusalredemption, agreementsconvertible or exchangeable securities, limitations on or other commitments, contingent or otherwise, relating to the Company's or such other Subsidiary's voting rights, charges and other encumbrances capital stock of any nature whatsoeverSubsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.

Subsidiaries. (a) The Schedule All of Exceptions sets forth the name issued and state or jurisdiction outstanding shares of incorporation capital stock of each of its Subsidiaries. Each the Company’s Subsidiaries that is registered or incorporated outside of the PRC are owned directly or indirectly by the Company, free and clear of all liens, and are duly authorized and validly issued, fully paid and non-assessable and there is no subscription, option, warrant, call right, agreement or commitment relating to the issuance, sale, delivery, voting, transfer or redemption by any such Subsidiaries (i) is a corporation including any right of conversion or exchange under any outstanding security or other business entity duly organized, validly existing and in good standing under the laws instrument) of the jurisdiction capital stock of any such Subsidiaries (other than any such subscription, option, warrant, call right, agreement or commitment in favor of the Company or its Subsidiaries). (b) For each of the Company’s Subsidiaries that is registered or incorporated in the PRC (the “Onshore Companies”), each holder of record of its organizationregistered capital have contributed in full its subscribed share of the entity’s registered capital pursuant to the articles of association and, (ii) has full corporate power as applicable, relevant joint venture contracts, and authority all such contributions have been verified and certified by a Chinese registered public accountant according to applicable law, approved by and registered with all relevant Governmental Authorities and fully paid, and verification certificates have been issued to each such holder of record or previous investor accordingly. All previous transfers or assignments of registered capital have been approved by and registered with the relevant Governmental Authorities 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 do business as a foreign corporation and is in good standing in each jurisdiction where the character corporate actions. Each Onshore Company successfully passed all of the properties ownedapplicable annual audits required by applicable law. Without limiting the generality of the foregoing, leased or operated all approvals, registrations and filings required under PRC Law for the due and proper establishment and operation of each Onshore Company and for the conduct of the business of each such Onshore Company have been duly obtained by it or the nature of its business makes such qualification or licensing necessary Onshore Companies from the relevant PRC Governmental Authorities and are in full force and effect, except where to the extent the failure to be so qualified obtain or licensed complete any such approval, registration or filing would not havenot, individually or in the aggregate, have a Material Adverse Effect. The All required approvals of, and filings and registrations with, the relevant Onshore Companies required in respect of each Onshore Company has furnished or made available and other Subsidiaries (to the Company true extent applicable) and complete copies their respective operations, including but not limited, the National Development and Reform Commission of the certificate of incorporationPRC, bylaws the MOFCOM, the SAIC, the SAFE or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effecttheir respective local branches, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallythe relevant tax bureau, directly customs authorities and product registration authorities, have been duly obtained or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned completed by the Company or one of its Subsidiaries is free and clear of all security intereststhe applicable Company Subsidiary in accordance with the relevant PRC Laws, liensexcept to the extent the failure to obtain or complete any such approvals, claimsfilings or registration would not, pledgesindividually or in the aggregate, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverhave a Material Adverse Effect.

Subsidiaries. (a) The Section 3.2(a) of the Visant Disclosure Schedule of Exceptions sets forth a true and complete list of the name Subsidiaries of Xxx Xxxxxxxx and state or sets forth with respect to each such Subsidiary, the jurisdiction of incorporation of each of its Subsidiaries. Each or formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. (b) Neither Xxx Xxxxxxxx nor any of the Transferred Subsidiaries (i) is a corporation directly or indirectly owns or has the right or obligation to acquire any equity interest in any other corporation, partnership, limited liability company, joint venture, trust or other business organization. (c) Each of the Transferred Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws Laws of its respective jurisdiction of organization. Each of the jurisdiction of its organization, (ii) Transferred Subsidiaries has full all requisite corporate or similar power and authority and all necessary government approvals to own, lease and operate its assets and properties and assets and to conduct carry on its business as presently conducted conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation or other legal entity to do business and is in good standing in each jurisdiction where the character of the in which its assets and properties are owned, leased or operated by it or the nature of its the business conducted by it makes or would make such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company Section 3.2(c) of the Visant Disclosure Schedule accurately sets forth all jurisdictions in which the Transferred Subsidiaries are duly qualified, registered or licensed to do business. (d) Visant has furnished or made available to the Company true Buyer complete and complete accurate copies of the certificate of incorporation, bylaws bylaws, or such comparable organizational governing documents of each of its the Transferred Subsidiaries, each as amended to date. Such organizational documents are currently in full force and effect, and no such Subsidiary is in violation of any provision therein. (be) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities of each such Subsidiary andthe Transferred Subsidiaries is owned beneficially and of record by Xxx Xxxxxxxx and/or a Transferred Subsidiary, except as set forth in the Schedule free and clear of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such SubsidiariesEncumbrances. Each All outstanding share shares of capital stock or other securities of each such Subsidiary is the Transferred Subsidiaries are duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoevernonassessable.

Subsidiaries. Contango owns, directly or indirectly, the issued and outstanding capital stock, membership interests, partnership interests or other ownership interests (aas applicable) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its the entities listed on Schedule B hereto in the percentages set forth on Schedule B hereto, which constitute all direct or indirect subsidiaries of Contango. References herein to “Subsidiaries” refer to the entities listed on Schedule B hereto. Each of such Subsidiaries (i) Subsidiary has been duly organized and is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has with 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) described in the SEC Reports, except where the failure to be in good standing would not have a Material Adverse Effect. Each Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character ownership or leasing of the its properties owned, leased or operated by it and assets or the nature conduct of its business makes requires such qualification or licensing necessary qualification, except where the failure to be so qualified or licensed and in good standing would not havenot, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to Except as disclosed in the Company true and complete copies SEC Reports, all of the certificate outstanding shares of incorporationcapital stock of, bylaws or comparable organizational documents of other equity interests in, each of its Subsidiariesthe Subsidiaries have been duly authorized and validly issued, each as amended to date. Such organizational documents are fully paid and non-assessable, have been issued in full force and effectcompliance with all applicable securities laws, and no such Subsidiary is were not issued in violation of any provision therein. preemptive right, resale right, right of first refusal or similar right and are owned by Contango or applicable Subsidiary subject to no security interest, other encumbrance or adverse claims, except for such liens, encumbrances, equities or claims granted in connection with that certain Credit Agreement, dated as of September 17, 2019, among Contango, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of JPMorgan Chase Bank, N.A., Royal Bank of Canada and Cadence Bank, N.A., as joint bookrunners and the lenders from time to time party thereto, and as amended, restated or modified from time to time (b) The Company owns beneficiallycollectively, the “Credit Agreement”), or as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. No options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock of, or equity interests in, the Subsidiaries are outstanding. Contango owns, directly or indirectly, all 37% of the issued outstanding limited liability company interests in Exaro Energy III LLC, a Delaware limited liability company, and outstanding capital stock such limited liability company interests are owned by Contango subject to no security interest, other encumbrance or other securities of each such Subsidiary andadverse claims, except for such liens, encumbrances, equities or claims granted in connection with the Credit Agreement or as set forth could not, in the Schedule of Exceptionsaggregate, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverreasonably be expected to have a Material Adverse Effect.

Subsidiaries. (a) The subsidiaries of the Company are ------------ listed on Schedule of Exceptions sets forth 4.02 hereto together with, as to each subsidiary, a list identifying (i) the name and state or jurisdiction of incorporation of such subsidiary, (ii) each of its Subsidiariesjurisdiction in which such subsidiary is qualified to conduct business, (iii) each jurisdiction in which such subsidiary has an office or conducts business. Each of such Subsidiaries (i) Except as set forth on Schedule 4.02 hereto, each subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) incorporation and has full all requisite corporate power and authority and all necessary government governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now being conducted, except where the failure to be so organized, existing and (iii) in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect. The Company has heretofore delivered to Parent or Acquisition accurate and complete copies of the certificates of incorporation and by-laws or equivalent organizational documents of each subsidiary of the Company, each as currently in effect. Each subsidiary is duly qualified or licensed and in good standing to do business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business makes conducted by it make such qualification or licensing necessary necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not havenot, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Except as set forth in Schedule 4.02 hereto, the Company owns beneficiallyis, directly or indirectly, the record and beneficial owner of all of the issued and outstanding shares of capital stock or other securities of each such Subsidiary and, except of its subsidiaries. Except as set forth in the on Schedule of Exceptions4.02 hereto, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each each outstanding share of capital stock or other securities of each such Subsidiary subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable (or and to the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest extent owned by the Company or one any subsidiary of its Subsidiaries the Company is free and clear of all any security interestsinterest, liensclaim, claimslien, pledgescharge, optionsencumbrance, rights pledge, option, right of first refusal, agreements, limitations limitation on voting rights or agreement of any kind. There are no proxies with respect to any shares of capital stock of any subsidiary of the Company to the extent owned by the Company or any subsidiary of the Company's or such other Subsidiary's voting rights, charges and other encumbrances no equity securities of any nature whatsoeverof its subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, shares of any capital stock of any subsidiary, and there are no contracts, commitments, undertakings or arrangements by which the Company or any subsidiary is or may be bound to issue additional shares of its capital stock or securities convertible into or exchangeable or exercisable for any such shares. Except as set forth on Schedule 4.02 hereto or in the SEC Reports (as hereinafter defined), the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation (other than a subsidiary), partnership, joint venture or other business association or entity which is material (in assets, earnings or otherwise) to the Company and its subsidiaries as a whole.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state Company that is actively engaged in any business or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries owns any material assets (each, an "Active Subsidiary") (i) that is a corporation or other business entity is duly organizedincorporated, validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization, (iii) except as set forth in Schedule 3.5(a) of the Company Disclosure Schedule, has full all corporate power and authority to, and all necessary government governmental licenses, authorizations, consents and approvals to ownrequired to, lease and operate its properties and assets and to conduct carry on its business as presently now conducted and (iiiiv) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, property owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where failure for failures of this representation and warranty to be so qualified or licensed true which would not havenot, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished For purposes of this Agreement, "Subsidiary" means with respect to any Person, any corporation or made available to the Company true and complete copies other entity of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no which such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyPerson owns, directly or indirectly, all more than 50% of the issued and outstanding capital voting stock or other securities equity interests. All Subsidiaries and their respective jurisdictions of each such Subsidiary and, except incorporation are identified in Schedule 3.5(a) of the Company Disclosure Schedule. (b) Except as set forth in Schedule 3.5(b) of the Schedule Company Disclosure Schedule, (i) all of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each the outstanding share shares of capital stock or other securities of each such Subsidiary of the Company that is a corporation are duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) nonassessable, and each such share or other equity interest shares are owned by the Company or one by a Subsidiary of its Subsidiaries is the Company (other than directors' qualifying shares and nominal shares held by other Persons as may be required by local law) free and clear of any Liens (as defined hereafter) or limitations on voting rights and (ii) all security interestsequity interests in each Subsidiary of the Company that is a partnership, liensjoint venture, claimslimited liability company or trust are owned by the Company or by a Subsidiary of the Company, pledgesfree and clear of any Liens or limitations on voting rights; provided that no representation is made as to any shares of capital stock or other equity interests owned by any Persons other than the Company. Except as set forth in Schedule 3.5(b) of the Company Disclosure Schedule, there are no subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character relating to the issuance, transfer, sale, delivery, voting or redemption (including any rights of first refusalconversion or exchange under any outstanding security or other instrument) for, agreementsany of the capital stock or other equity interests of any of such Subsidiaries. Except as set forth in Schedule 3.5(b) of the Company Disclosure Schedule, limitations on there are no agreements requiring the Company or any of its Subsidiaries to make contributions to the capital of, or lend or advance funds to, any Subsidiaries of the Company's . For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or such other Subsidiary's voting rights, charges and other encumbrances encumbrance of any nature whatsoeverkind in respect of such asset.

Subsidiaries. (a) The Section 2.5 of the Disclosure Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries forth: (i) the name of each corporation, partnership, joint venture or other entity in which the Company has, directly or indirectly, an equity interest representing 50% or more of the equity securities thereof or other equity interests therein (individually, a “Subsidiary” and, collectively, the “Subsidiaries”); (ii) the number and type of outstanding equity securities of each Subsidiary and a list of the holders thereof; (iii) the jurisdiction of organization of each Subsidiary; (iv) the names of the officers and directors of each Subsidiary; and (v) the jurisdictions in which each Subsidiary is qualified or holds licenses to do business as a foreign corporation or other business entity. (b) Each Subsidiary is an entity duly organized, validly existing and in corporate and tax good standing under the laws of the jurisdiction of its 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) incorporation. Each Subsidiary is duly qualified or licensed to do conduct business as a foreign corporation and is in corporate and tax good standing in under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business makes such businesses or the ownership or leasing of its properties requires qualification or licensing necessary to do business, except where the failure to be so qualified or licensed would not havein good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each 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 furnished delivered or made available to the Company true Parent complete and complete accurate copies of the certificate of incorporationcharter, bylaws or comparable other organizational documents of each of its Subsidiaries, each as amended to dateSubsidiary. Such organizational documents are in full force and effect, and no such No Subsidiary is in default under or in violation of any provision therein. (b) The Company owns beneficiallyof its charter, directly bylaws or indirectly, all other organizational documents. All of the issued and outstanding capital stock or other equity securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable (free of preemptive rights. All equity securities of each Subsidiary that are held of record or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned beneficially by either the Company or one of its Subsidiaries is any Subsidiary are held or owned free and clear of all security interests, liensany restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, pledgesSecurity 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 Company or any Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any equity securities of any Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary. To the knowledge of first refusal, agreements, limitations on the Company's , there are no voting trusts, proxies or such other Subsidiary's agreements or understandings with respect to the voting rights, charges and other encumbrances of any nature whatsoeverequity securities of any Subsidiary. (c) Except as set forth in Section 2.5(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 business association which is not a Subsidiary.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries Company (i) is a corporation or other business entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws Laws of the its jurisdiction of its incorporation or organization, (ii) has full corporate all requisite power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently currently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where failure to be so qualified or licensed in the case of clauses (ii) and (iii), as would not havenot, individually or in the aggregate, reasonably be expected to have (x) a Company Material Adverse Effect. The Effect or (y) a material adverse effect on the ability of the Company has furnished or made available to consummate the transactions contemplated by the Transaction Documents to which the Company is a party prior to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinDrop Dead Date. (b) The All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and were issued in compliance with applicable securities Laws. All of the outstanding capital stock, or other equity interests in, each Wholly Owned Subsidiary of the Company is owned by the Company, its Subsidiaries or by the Company and another Subsidiary. All of the outstanding capital stock or other equity interests in each Wholly Owned Subsidiary of the Company is owned free and clear of any Encumbrance 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 equity interest), other than Permitted Encumbrances. (c) Section 3.3(c) of the Company Disclosure Letter (i) lists, as of the date of this Agreement, (A) each Non-GCI Subsidiary of the Company, (B) its jurisdiction of incorporation or organization, (C) the location of its principal executive office and (D) the type and number of interests held of record by the Company and (ii) lists any other Person (other than GCI Spinco, GCI and their respective Subsidiaries) in which the Company or any of its Non-GCI Subsidiaries owns beneficiallyEquity (other than Subsidiaries of the Company) and sets forth all Equity of such Person that is owned, in whole or in part, directly or indirectly, all by the Company or its Subsidiaries (such equity interests referred to in this clause (ii), collectively, the “Company Other Interests”). All Company Other Interests (including, for purposes of this sentence only, and only prior to the consummation of the issued GCI Divestiture, Equity of GCI Spinco (when in existence), GCI and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such their respective Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, ) are fully paid and nonassessable (non-assessable and are owned, directly or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned indirectly, by the Company or one of its Subsidiaries is free and clear of all security interestsany Encumbrance and free of any other limitation or restriction (including any restriction on the right to vote, lienssell or otherwise dispose of such Company Other Interests), claimsother than Permitted Encumbrances. Except as provided by any Transaction Document, pledgesthere are no restrictions with respect to the Company (or any Subsidiary of the Company, options, rights as applicable) voting any of first refusal, the Company Other Interests. The Company has made available to Parent complete and correct copies of any stockholders’ agreements, limitations on voting agreements or other agreements with respect to the Company's ownership of Company Other Interests in effect as of the date of this Agreement to which the Company or such other Subsidiary's voting rights, charges and other encumbrances any of any nature whatsoeverits Non-GCI Subsidiaries are a party.

Subsidiaries. (a) The Schedule A complete and accurate list of Exceptions sets forth the name and state or jurisdiction of incorporation organization of each Subsidiary of its Subsidiaries. Each of such Subsidiaries the Company, together with (i) the type and percentage of interest held, directly or indirectly, by the Company or each Subsidiary of the Company, in each such Subsidiary, (ii) the names of and the type of and percentage of interest held by any Person other than the Company or a Subsidiary of the Company in each such Subsidiary and (iii) the classification for United States federal income tax purposes of each such Subsidiary as of the date hereof, is a corporation or other business entity set forth in Section 4.6(a) of the Company Disclosure Letter. (b) Each of the Company’s Subsidiaries and, to the knowledge of the Company, each Joint Venture is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organizationrespective organization except where the failure to be so organized, (ii) existing or in good standing would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. Each of the Company’s Subsidiaries and, to the knowledge of the Company, each Joint Venture has full the requisite corporate or other applicable power and authority to carry on its respective business as it is presently being conducted and all necessary government approvals to own, lease and or operate its respective properties and assets assets, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to conduct its business as presently conducted and (iii) have a Company Material Adverse Effect. Each of the Company’s Subsidiaries and, to the knowledge of the Company, each Joint Venture is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed in good standing would not havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (bc) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock of, or other securities equity or voting interest in, each Subsidiary of the Company and, to the knowledge of the Company, each such Subsidiary Joint Venture (i) have been duly authorized and validly issued and are fully paid, nonassessable and, except as set forth in the Schedule articles of Exceptionsincorporation, does not own an equity interest in any other corporationby-laws, partnership or entityshareholders agreement, other than in such Subsidiaries. Each outstanding share of capital stock limited liability company agreement or other securities similar organizational or governing document of each such Subsidiary is duly authorizedany Joint Venture (“Joint Venture Organizational Documents”) are free of preemptive rights and (ii) except as set forth in Section 4.6(a) of the Company Disclosure Letter, validly issuedare owned, fully paid and nonassessable (directly or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned indirectly, by the Company or one (and with respect to each Joint Venture, to the extent of its Subsidiaries is the Company’s interest therein), free and clear of all security interestsLiens and free of any other restriction (including any restriction on the right to vote, liens, claims, pledges, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Entity of such Subsidiary’s or Joint Venture’s business in substantially the same manner as such businesses are presently conducted. There are no options, warrants, convertible, exchangeable or exercisable securities, subscriptions, stock appreciation rights, phantom stock rights of first refusalor stock equivalents or other rights, agreements, limitations on arrangements or commitments (contingent or otherwise) of any character issued or authorized by any Subsidiary of the Company or, to the knowledge of the Company and except as set forth in any Joint Venture Organizational Document, any Joint Venture (i) relating to any issued or unissued capital stock or other equity interest or voting securities of any Subsidiary of the Company's , (ii) obligating any Subsidiary of the Company or such Joint Venture to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock of, or options, warrants, convertible, exchangeable or exercisable securities, subscriptions or other Subsidiary's equity interests or voting rightssecurities in any Subsidiary of the Company or Joint Venture, charges as applicable or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and other encumbrances rights accruing to holders of capital stock of any nature whatsoeverSubsidiary of the Company or any Joint Venture. (d) The Company has made available to Parent copies of the articles of incorporation, by-laws, shareholders agreement, limited liability company agreement or similar organizational or governing document of each Subsidiary of the Company and each Joint Venture.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each significant subsidiary (as defined in Section 8.7) of its SunTrust (collectively, the "Significant Subsidiaries") is set forth in the SunTrust SEC Reports (as defined in Section 3.7). Each of such the Significant Subsidiaries (i) is a bank or a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of incorporation or organization and is duly qualified to do business as a foreign corporation in each jurisdiction in which its organizationownership or lease of property or the nature of the business conducted by it makes such qualification necessary, (ii) except for such jurisdictions in which the failure to be so qualified would not have a Material Adverse Effect. Each of the Significant Subsidiaries has full the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business businesses as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character they are now being conducted. All outstanding shares of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents capital stock of each of its Subsidiariesthe Significant Subsidiaries are owned by SunTrust or another of SunTrust's subsidiaries and are validly issued, fully paid and (except pursuant to 12 USC Section 55 in the case of each as amended national bank subsidiary and applicable state law in the case of each state bank subsidiary) nonassessable, are not subject to datepreemptive rights and are owned free and clear of all liens, claims and encumbrances. Such organizational documents There are in full force and effectno outstanding subscriptions, and no such Subsidiary is in violation options, warrants, rights, convertible securities or any other agreements or commitments of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of character relating to the issued and outstanding or unissued capital stock or other securities of each such any Significant Subsidiary andobligating any of the Significant Subsidiaries to issue, except as set forth in the Schedule deliver or sell, or cause to be issued, delivered or sold additional shares of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of its capital stock or other securities obligating any of each such Subsidiary is duly authorizedthe Significant Subsidiaries to grant, validly issuedextend or enter into any subscription, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share option, warrant, right, convertible security or other equity interest owned by the Company similar agreement or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoevercommitment.

Subsidiaries. (a) The Schedule Section 3.8(a) of Exceptions sets forth the name Company Disclosure Letter contains a complete and state or accurate list of the name, jurisdiction of incorporation organization, capitalization and schedule of stockholders of each Subsidiary of its Subsidiariesthe Company. Each of such the Subsidiaries (i) of the Company is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, respective organization (ii) to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States). Each of the Subsidiaries of the Company has full the requisite corporate power and authority to carry on its respective business as it is presently being conducted and all necessary government approvals to own, lease and or operate its respective properties and assets and assets, except where the failure to conduct its business as presently conducted and (iii) be in good standing would not have a Company Material Adverse Effect. Each of the Subsidiaries of the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished delivered or made available to the Company true Newco complete and complete correct copies of the certificate of incorporation, charters and bylaws or comparable organizational documents of each of its Subsidiariesother constituent documents, each as amended to date, of each of the Subsidiaries of the Company. Such organizational documents are in full force and effect, and no such Subsidiary None of the Subsidiaries of the Company is in violation of any provision thereinits charter, bylaws or other constituent documents. (b) The All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company owns beneficially(i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is Company, free and clear of all security interestsliens and free of any other restriction (including any restriction on the right to vote, lienssell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the Subsidiaries of the Company from conducting their respective businesses as of the Effective Time in substantially the same manner such businesses are conducted on the date hereof. Except for the capital stock and other ownership interests of the Subsidiaries of the Company, claimsthe Company does not own, pledgesdirectly or indirectly, more than five percent (5%) of the capital stock or other voting or equity securities or interests in any Person. (c) There are no outstanding (i) securities of any Subsidiary convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiaries of the Company, (ii) options, warrants or other rights or arrangements obligating the Company or any of first refusalits Subsidiaries to acquire from any Subsidiaries of the Company, agreementsor that obligates any Subsidiaries of the Company to issue, limitations any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiaries of the Company, (iii) obligations of any Subsidiaries of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiaries of the Company, (iv) outstanding restricted shares, restricted share units, 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 in clauses (i), (ii), (iii) and (iv), together with the capital stock of the Subsidiaries of the Company's , being referred to collectively as “Subsidiary Securities”), (v) voting trusts, proxies or such other Subsidiary's similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting rights, charges and other encumbrances of any nature whatsoevershares of capital stock of any Subsidiary of the Company, (v) obligations or commitments of any character restricting the transfer of any shares of capital stock of any Subsidiary of the Company, or (vii) other obligations by any Subsidiaries of the Company to make any payments based on the price or value of any shares of any Subsidiaries of the Company. Neither the Company nor any of its Subsidiaries is a party to any Contract that obligates any Subsidiaries of the Company to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state Company is an entity duly incorporated or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity otherwise duly organized, validly existing and (where applicable or recognized) in good standing under the laws 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. Each Subsidiary of the jurisdiction of its organizationCompany has all corporate, (ii) has full corporate power and authority limited liability company or comparable powers and all necessary government approvals Governmental Authorizations required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except for those powers or Governmental Authorizations the absence of which has not had, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no Each such Subsidiary is duly qualified to do business and is in violation good standing (to the extent the concept of any provision thereingood 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) The Company owns beneficiallyAll 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, all free and clear of any Lien and free of any other limitation or restriction (including any restriction on the issued and outstanding 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 3.06(b) of the Company Disclosure Letter contains a complete and accurate list of the name and jurisdiction of organization of each Subsidiary of the Company. Each Subsidiary of the Company is directly or indirectly wholly owned by the Company. There are no issued, reserved for issuance or outstanding (x) securities of each such Subsidiary andthe Company or any of its Subsidiaries convertible into, except as set forth in the Schedule of Exceptionsor exchangeable for, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other voting securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned 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 securities or rights issued or granted by the Company or one any of its Subsidiaries is free and clear of all security intereststhat are derivative of, liensor provide economic benefits based, claimsdirectly or indirectly, pledges, options, rights of first refusal, agreements, limitations on the Company's value or such price of, any capital stock or other Subsidiary's voting rightssecurities of or other ownership interests in any Subsidiary of the Company (the items in clauses (i) through (iii), charges together with the capital stock of, other voting securities of, and any other encumbrances equity interests in each Subsidiary of the Company being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding contractual obligations of the Company or any nature whatsoeverof its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.

Subsidiaries. Section 2.4 of the Compugraphics Disclosure Schedule lists the subsidiary corporations or "Affiliates" (aherein defined as such term is used in Rule 145 under the Securities Act) The Schedule of Exceptions sets forth Compugraphics existing at the name date hereof, and state shows as to each of such subsidiary corporations or Affiliates the percentage of the total outstanding stock or other ownership thereof which is owned by Compugraphics at such date. All ownership interests in Affiliates and outstanding shares of stock of the subsidiary corporations owned by Compugraphics are validly issued, fully paid, and nonassessable, and Compugraphics has good and valid title thereto free and clear of any mortgage, pledge, lien, charge, security interest, option, right of first refusal, preferential purchase right, defect, encumbrance or other right or interest of any other person (collectively, an "Encumbrance"), except for shares of capital stock or other similar ownership interests of certain subsidiaries or Affiliates of Compugraphics that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of incorporation organization of each of its Subsidiariessuch subsidiaries or Affiliates. Each of such Subsidiaries (i) subsidiary is a corporation or other business entity duly organized, validly existing existing, and in good standing (or equivalent concept with respect to jurisdictions that do not recognize such concept) under the laws of the jurisdiction of its organization, (ii) under which it is incorporated and has full requisite corporate power and authority to own its property and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted by it and (iii) is is, or on the Effective Time will be, duly qualified or licensed to do business and is, or on the Effective Time will be, in good standing (or equivalent concept with respect to jurisdictions that do not recognize such concept) as a foreign corporation and is authorized to do business in good standing all jurisdictions in each jurisdiction where which the character of the assets or properties owned, leased or operated by it owned or the nature of its the business conducted makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed would could not have, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Compugraphics. The Company has furnished As hereinafter used in this Article II, the term "Compugraphics" also includes any and all of its directly and indirectly held subsidiaries or made available Affiliates (i.e., including, but not limited to, Tow Manager), except where the context indicates to the Company true contrary; provided, however, that for purposes of Sections 2.7.1 and complete copies 2.20, the term "Compugraphics" further includes any corporation, trade, business or entity under common control with Compugraphics within the meaning of Section 414(b), (c), (m) or (o) of the certificate Code or Section 4001 of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinERISA. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) the Company’s subsidiaries has been duly incorporated or formed, as applicable, and is a corporation or other business entity duly organized, validly existing as a corporation, limited partnership or limited liability company, as applicable, duly qualified to do business and in good standing under the laws of the jurisdiction of its organizationincorporation or formation, (ii) as applicable, and has full corporate corporate, partnership or limited liability company, as applicable, 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 described in the Registration Statement, the Pricing Disclosure Package and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction the Prospectus, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed in good standing or have such power or authority would not havereasonably be expected to result in a Material Adverse Effect. Each of the Company’s subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities ownership interest of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is subsidiary has been duly authorized, authorized and validly issued, is fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) non-assessable and each such share or other equity interest is owned by the Company directly or one of its Subsidiaries is through subsidiaries, free and clear of all any security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. None of the outstanding shares of capital stock, limited liability company interests or limited partnership interests, liensas the case may be, claims, pledges, options, of any subsidiary was issued in violation of the preemptive or similar rights of first refusalany securityholder, agreementsmember or partner, limitations as the case may be, of such subsidiary. The only subsidiaries of the Company are the subsidiaries listed on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverExhibit B hereto.

Subsidiaries. (a) The Section 3.07(a) of the Company Disclosure Letter sets forth a complete and accurate list of the name, jurisdiction of organization, capitalization and Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation stockholders of each Significant Subsidiary and each non-wholly owned Subsidiary of its Subsidiariesthe Company. Except as set forth in Section 3.07(a) of the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person that is not a wholly-owned Subsidiary of the Company. Each of such the Company’s Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its respective organization, (ii) except where the failure to be in good standing would not have a Company Material Adverse Effect. Each of the Company’s Subsidiaries has full corporate the requisite entity power and authority to conduct its respective business as it is presently being conducted and all necessary government approvals to own, lease and or operate its respective properties and assets and to conduct its business as presently conducted and (iii) assets. Each of the Company’s Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has furnished or made available to the Company true Parent correct and complete copies of the certificates of incorporation and bylaws (or comparable organizational documents) of each of its Significant Subsidiaries and each of its non-wholly owned Subsidiaries, in each case as amended as of the date of this Agreement. None of the Company’s Subsidiaries is in violation of its certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiariesother applicable constituent documents, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in except for any violation of any provision thereinthat would not have a Company Material Adverse Effect. (b) The All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company owns beneficially(i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is Company, free and clear of all Liens (other than Permitted Liens) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest), in each case, except as would not have a Company Material Adverse Effect. (c) There are no outstanding (i) securities of any Subsidiary of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company or any Subsidiary of the Company, (ii) options, warrants or other rights to acquire from any Subsidiary of the Company, or that obligates any Subsidiary of the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company or any Subsidiary of the Company, (iii) obligations of any Subsidiary of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company or any Subsidiary of the Company, or (iv) other obligations by any Subsidiary of the Company to make or issue any payments based on, or other securities or rights that are derivative of, or provide economic benefits based on, the price or value of the interests, lienssecurities or rights described in the foregoing clauses (i) through (iii) of, claimsor any capital stock or other equity or voting interest in, pledgesany Subsidiary of the Company (the items in clauses (i), options(ii), (iii) and (iv), together with the capital stock of, or other equity or voting interest in, the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”). (d) Neither the Company nor any of its Subsidiaries is a party to any Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusalrefusal or other similar rights with respect to any Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, agreements, limitations on the Company's redeem or such other Subsidiary's voting rights, charges and other encumbrances of otherwise acquire any nature whatsoeverSubsidiary Securities.

Subsidiaries. Each subsidiary of the Company (aindividually a “Subsidiary” and collectively, the “Subsidiaries”) The Schedule of Exceptions sets forth the name and state has been duly incorporated or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) organized, is validly existing as a corporation or other business legal entity duly organized, validly existing and in good standing (or the foreign equivalent thereof) under the laws of the jurisdiction of its incorporation or organization, (ii) has full the corporate power and authority and all necessary government approvals to own, lease and operate own its properties and assets and to conduct its business as presently conducted currently being carried on and (iii) as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or its ownership, leasing or operation of property requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding shares of capital stock or other securities equity interests of each such Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except as set forth in that certain Security Interest Agreement, dated January 26, 2012, or as otherwise described in the Schedule Registration Statement, the Disclosure Package and in the Prospectus, are owned directly by the Company or through its wholly-owned subsidiaries, free and clear of Exceptionsall liens, does not own an encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity interest in securities of the Subsidiaries to any other corporationperson or entity except the Company, partnership or entity, other than in such Subsidiaries. Each and none of the outstanding share shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of each such Subsidiary is duly authorizedany of the Subsidiaries. Except for its Subsidiaries, validly issuedthe Company owns no beneficial interest, fully paid and nonassessable (directly or the foreign equivalent for foreign Subsidiaries) and each such share indirectly, in any corporation, partnership, joint venture or other equity interest owned business entity. The Company has no significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Company or one of its Commission) other than the Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations listed on Exhibit 8.1 to the Company's or such other Subsidiary's voting rights’s Annual Report on Form 20-F for the year ended December 31, charges and other encumbrances of any nature whatsoever2011.

Subsidiaries. (a) The Schedule Section 2.2(a) of Exceptions the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the name “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and state or outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each of its SubsidiariesGFI Subsidiary’s principal executive offices. Each of such Subsidiaries (i) GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full all requisite corporate or other power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business in all material respects as presently conducted and (iii) currently conducted. Each GFI Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessary license, except where failure any failures to be so qualified or licensed would and in good standing do not have, individually or in the aggregate, constitute a Material Adverse Effect. The Company GFI has furnished delivered or made available to the Company true BGCP true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its SubsidiariesGFI Subsidiary, each as amended to date. Such organizational documents are and in full force and effect, and no such Subsidiary is in violation effect on the date of any provision thereinthis Agreement. (b) The Company owns beneficiallyGFI is, directly or indirectly, the record and Beneficial Owner of all of the issued and outstanding capital stock or other securities Securities of each such Subsidiary andGFI Subsidiary, except as set forth in the Schedule free and clear of Exceptions, does not own an equity interest in any Liens and free of any other corporationlimitation or restriction (including any limitation or restriction on the right to vote, partnership sell, transfer or entityotherwise dispose of the Securities), other than than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and nonassessable no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity. (or c) The lenders under (i) the foreign equivalent for foreign SubsidiariesDebenture dated August 23, 2004 between GFI Holdings Limited and the other subsidiaries named therein and Bank of America, N.A., (ii) the Credit Agreement dated February 24, 2006 between GFI and each such share GFI Holdings Limited, as borrowers and the subsidiaries of the GFI named therein, as guarantors, and Bank of America, N.A., (iii) the Debenture, dated December 20, 2010 between GFI Markets Limited and Bank of America, N.A. and (iv) the Cross Guarantee and Debenture of Fenics Limited, dated March 11, 2000, in favor of GFInet Inc. are no longer entitled to any Liens or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liensincluding those disclosed in Section 2.2(b) of the GFI Disclosure Letter, claims, pledges, options, rights on any of first refusal, agreements, limitations on the Company's assets of GFI or its Subsidiaries. GFI shall file as promptly as practicable following the execution of this Agreement all necessary filings required by Law to reflect the satisfaction in full of such other Subsidiary's voting rights, charges and other encumbrances Liens disclosed in Section 2.2(b) of any nature whatsoeverthe GFI Disclosure Letter.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Company is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of organization, and has all powers and all governmental licenses, authorizations, consents and approvals required to carry on its organizationbusiness as now conducted, except for those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Subsidiary,” when used with respect to any Person, means any other Person, whether incorporated or unincorporated, of which (i) more than fifty percent of the voting securities or other ownership interests is owned by such Person or one or more of its Subsidiaries, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate such Person or one or more of its properties and assets and to conduct its business as presently conducted and Subsidiaries is a general partner or holds a majority of the voting interests of a partnership or (iii) securities or other interests having by their terms ordinary voting power to elect more than fifty percent of the board of directors or others performing similar functions with respect to such corporation or other organization, are directly owned or controlled by such Person or by any one or more of its Subsidiaries. For the avoidance of doubt, for all purposes of this Agreement, the MLP and its Subsidiaries shall be deemed to be Subsidiaries of the Company. The MLP consummated the transactions contemplated by that certain Partnership Restructuring Agreement, dated as of October 3, 2019, by and among the MLP, Opco and the other parties thereto in accordance in all material respects with the terms thereof as disclosed in the Company SEC Documents and the MLP SEC Documents. Each Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, property owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except for those jurisdictions where failure to be so qualified or licensed would not havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The All “significant subsidiaries” (as such term is defined in Section 1-02 of Regulation S-X under the Exchange Act) of the Company has furnished or made available and all entities listed on Exhibit 21 to the Company true 10-K (collectively, and complete copies including for the avoidance of doubt the MLP, the “Significant Subsidiaries”) and their respective jurisdictions of organization are identified in Section 3.6(a) of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinCompany Disclosure Schedules. (b) The All of the outstanding capital stock of, or other ownership interests in, each Significant Subsidiary of the Company owns beneficially(other than the MLP and its Subsidiaries) is wholly-owned by the Company, directly or indirectly, free and clear of any material Lien (other than Liens arising under securities laws) and free of any other material limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There are no outstanding (i) securities of the Company or any of its Significant Subsidiaries (other than the MLP and its Subsidiaries) convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Significant Subsidiary of the Company (other than the MLP and its Subsidiaries) or (ii) (A) options, warrants or other rights to acquire from the Company or any of its Significant Subsidiaries (other than the MLP and its Subsidiaries) any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of the Company (other than the MLP and its Subsidiaries), (B) bonds, debentures, notes or other indebtedness of any Significant Subsidiary of the Company (other than the MLP and its Subsidiaries) that are linked to, or calculated based on, the value of the Company or any of its Subsidiaries or otherwise based upon or derived from any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries (other than the MLP and its Subsidiaries), or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries (other than the MLP and its Subsidiaries) may vote or (C) preemptive or similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of any character relating to the capital stock of any Significant Subsidiary of the Company (other than the MLP and its Subsidiaries), obligating the Company or any of its Significant Subsidiaries (other than the MLP and its Subsidiaries) to issue, transfer or sell any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of the Company (other than the MLP and its Subsidiaries) or obligating the Company or any Significant Subsidiary of the Company (other than the MLP and its Subsidiaries) to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in the foregoing subclauses (i) and (ii) being referred to collectively as “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (other than the MLP and its Subsidiaries) to repurchase, redeem or otherwise acquire any outstanding Company Subsidiary Securities. Other than the MLP, no Subsidiary of the Company is, or since January 1, 2021 has been, subject to any requirement to file periodic reports under the Exchange Act. No Subsidiary of the Company owns any shares of Company Common Stock. (c) As of the Company Measurement Date, the issued and outstanding limited partner interests and general partner interests of (i) the MLP consisted solely of (A) 68,358,493 “Class A Shares” (as defined in the Amended and Restated Agreement of Limited Partnership dated as of December 16, 2019 of the MLP (the “MLP Partnership Agreement”)) (the “MLP Class A Shares”), of which 898,000 are held by Xxxx Midstream GP LP (the “GP”) (B) 161,311,848 “Class B Shares” (as defined in the MLP Partnership Agreement) (the “MLP Class B Shares”), of which 149,811,848 are held by the GP and 11,500,000 are held by Xxxx Investments North Dakota LLC (“HINDL”), and (C) a 0.0% non-economic general partner interest held by the GP (the “Xxxx XX Interest”); and (ii) the Opco consisted solely of (A) 68,358,493 “Class A Units” (as defined in the Third Amended and Restated Agreement of Limited Partnership of OpCo (the “Opco Partnership Agreement”) (the “Opco Class A Units”), all of which were held by the MLP, (B) 161,311,848 “Class B Units” (as defined in the Opco Partnership Agreement) (the “Opco Class B Units”), of which 86,405,924 were held by XXXXX, and (C) incentive distribution right and “General Partner Interest” (as defined in the Opco Partnership Agreement), all of which are held by Xxxx Midstream Partners GP LP. All of the issued and outstanding capital stock MLP Class A Shares, MLP Class B Shares, Opco Class A Units and Opco Class B Units have been duly authorized and validly issued and are fully paid (to the extent required by the MLP Partnership Agreement or other securities Opco Partnership Agreement, as applicable) and nonassessable (except as such non-assessability may be affected by Sections 17-303(a), 17-607 and 17-804 of each such Subsidiary the Delaware Revised Uniform Limited Partnership Act) and, except as set forth in the Schedule MLP Partnership Agreement or Opco Partnership Agreement, as applicable, free of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiariespreemptive rights. Each outstanding share As of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one Measurement Date, each of HINDL and Affiliate(s) of Global Infrastructure Partners are the record and beneficial owners of 50% of the limited liability company interests of Xxxx Infrastructure Partners GP LLC, which entity owns 100% of the limited partnership interests of the GP and 100% of the limited liability company interests of Xxxx Midstream GP LLC, which entity is the sole general partner of the GP. The GP is the sole general partner of the MLP. The Xxxx XX Interest has been duly authorized and validly issued in accordance with applicable law and the MLP Partnership Agreement. The GP owns the Xxxx XX Interest and its Subsidiaries is Class A Shares and Class B Shares free and clear of all security interestsany Liens (other than Liens arising under securities laws). HINDL owns its Class B Units free and clear of any Liens (other than Liens arising under securities laws). Except (x) as set forth above in this Section 3.6(c), liens(y) for the Phantom Units (as defined in the Xxxx Midstream LP 2017 Long-Term Incentive Plan) or (z) as otherwise expressly permitted by this Agreement, claimsas of the Company Measurement Date, pledgesthere are no outstanding, (A) “Shares” (as defined in the MLP Partnership Agreement) or other equity or voting securities or ownership interests of the MLP (the “MLP Partnership Interests”), (B) “Units” (as defined in the Opco Partnership Agreement) or other equity or voting securities or ownership interests of the Opco (the “Opco Partnership Interests”, together with the MLP Partnership Interests, the “Partnership Interests”), (C) (1) options, warrants or other rights of first refusalto acquire from the MLP or Opco any Partnership Interests, equity or voting securities or other ownership interests in, or any securities convertible into or exchangeable for Partnership Interests, voting securities or ownership interests in, the MLP or the Opco or (2) preemptive or similar rights, subscription or other rights, convertible securities, or other agreements, limitations on the Company's arrangements or such other Subsidiary's voting rights, charges and other encumbrances commitments of any nature whatsoevercharacter relating to Partnership Interests or other equity or voting securities or other ownership interests of the MLP or the Opco, obligating the MLP or the Opco to issue, transfer or sell any Partnership Interests or any securities convertible into or exchangeable for Partnership Interests, or obligating the MLP or the Opco to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, or other agreement, arrangement or commitment or (D) bonds, debentures, notes or other debt of the MLP or the Opco that are linked to, or the value of which is in any way based upon or derived from, the value of the MLP or the Opco or any part thereof, or any dividends or other distributions declared or paid on any Partnership Interests, capital stock of, or other equity or voting interests in, the MLP or the Opco, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which unitholders of the MLP or the Opco may vote (the items in the foregoing subclauses (A), (B), (C) and (D) being referred to collectively as “MLP/Opco Securities”). Except as required by the terms of the MLP Partnership Agreement or the Opco Partnership Agreement in effect as of the date hereof or amended as to the extent permitted by Section 5.1, there are no outstanding obligations of the MLP or the Opco, as applicable, or any of their Subsidiaries to repurchase, redeem or otherwise acquire any MLP/Opco Securities. Each Subsidiary of Opco is wholly-owned by OpCo. The Company has heretofore made available to Parent true and complete copies of the Certificates of Limited Partnership of the MLP and the OpCo, the MLP Partnership Agreement and the Opco Partnership Agreement, in each case as amended to the date of this Agreement.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state Company is an entity duly incorporated or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity otherwise duly organized, validly existing and (where applicable or recognized) in good standing under the laws of the its jurisdiction of its incorporation or organization, (ii) except, in the case of any such Subsidiary, where the failure to be so incorporated, organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company has full corporate power and authority all corporate, limited liability company or comparable powers and all necessary government approvals Governmental Authorizations required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except for those powers or Governmental Authorizations the absence of which has not had, and (iii) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation entity and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein... (b) The Company owns beneficiallyAll 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, all free and clear of any Lien and free of any other limitation or restriction (including any restriction on the issued and outstanding right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests), in each case other than (x) statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, (y) transfer and other restrictions under applicable federal and state securities Laws and (z) in the case of Subsidiaries that are immaterial to the Company and its Subsidiaries, taken as a whole, immaterial Liens. There are no issued, reserved for issuance or outstanding (i) securities of each such Subsidiary andthe Company or any of its Subsidiaries convertible into, except as set forth in the Schedule of Exceptionsor exchangeable for, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other voting securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned ownership interests in any Subsidiary of the Company, (ii) 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 (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company or one any of its Subsidiaries is free and clear of all security intereststhat are derivative of, liensor provide economic benefits based, claimsdirectly or indirectly, pledges, options, rights of first refusal, agreements, limitations on the Company's value or such price of, any capital stock or other Subsidiary's voting rightssecurities of or other ownership interests in any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, charges and other encumbrances redeem or otherwise acquire any of any nature whatsoeverthe Company Subsidiary Securities.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries the Company’s “subsidiaries” (ifor purposes of this Agreement, as defined in Rule 405 under the Securities Act) is a corporation has been duly incorporated or other business entity duly organized, as the case may be, and is validly existing and as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its organization, (ii) incorporation or organization and has full corporate the power and authority and all necessary government approvals (corporate or other) to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement and (iii) the Prospectus, except where the failure to be so organized or existing or in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Each of the Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified organized or licensed existing or in good standing would not havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary andsubsidiary. The constitutive or organizational documents of each of the subsidiaries 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 Company does not own or control, except directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2019. Except as set forth in the Schedule of ExceptionsProspectus, does not own an equity interest in no subsidiary is currently subject to a direct or indirect prohibition on paying any dividends to the Company, from making any other corporationdistribution on such Subsidiary’s capital stock, partnership from repaying to the Company any loans or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each advances to such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by from the Company or one from transferring any of its Subsidiaries is free and clear such Subsidiary’s property or assets to the Company or any other subsidiary of all security intereststhe Company that would, liensindividually or in the aggregate, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverresult in a Material Adverse Change.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Inuvo is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) organization and has full corporate the requisite power and authority and all necessary government approvals to own, lease lease, license and operate its assets and properties and assets and to conduct carry on its business as presently conducted it is now being conducted, and (iii) each Subsidiary of Inuvo is duly qualified or licensed to do business as a foreign corporation transact business, and is in good standing standing, in each jurisdiction where the character of in which the properties owned, leased leased, licensed or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary necessary, except where such failure to be so duly approved, qualified or licensed and in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Inuvo Material Adverse Effect. (b) All of the outstanding shares of capital stock or other equity interests of each Subsidiary of Inuvo are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by Inuvo. The Company has furnished There are no subscriptions, options, warrants, voting trusts, proxies or made available other commitments, understandings, restrictions or arrangements relating to the Company true issuance, sale, voting or transfer of any shares of capital stock or other equity interests of any Subsidiary of Inuvo, including any right of conversion or exchange under any outstanding security, instrument or agreement. (c) Inuvo has heretofore furnished to Inuvo in the Inuvo Data Room a complete and complete copies of the certificate of incorporation, bylaws or comparable organizational documents correct copy of each of its Inuvo’s Subsidiaries’ Articles of Incorporation, Certificate of Incorporation, Articles of Organization or Operating Agreement, as the case may be (collectively, the “Inuvo Subsidiary Charters”), and Bylaws (collectively, the “Inuvo Subsidiary Bylaws”), each as amended to date. Such organizational documents The Inuvo Subsidiary Charters and the Inuvo Subsidiary Bylaws are in full force and effect, and no such Subsidiary is . Inuvo’s Subsidiaries are not in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock applicable Inuvo Subsidiary Charters or other securities the applicable Inuvo Subsidiary Bylaws. Inuvo has made available to CPT in the Inuvo Data Room copies of the charters of each such Subsidiary and, except as set forth in committee of the Schedule Board of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities Directors of each such Subsidiary is duly authorized, validly issued, fully paid of Inuvo and nonassessable (any code of conduct or the foreign equivalent for foreign Subsidiaries) and similar policy adopted by each such share or other equity interest owned by the Company or one Subsidiary of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverInuvo.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such the Company's Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) incorporation and has full all requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) it is now being conducted. Each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, have a Material Adverse EffectEffect on the Company. The Company has furnished or made available Exhibit 21 to the Company true and complete copies Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (the "1998 10-K"), as filed with SEC, lists the only Subsidiaries of the certificate of incorporationCompany at December 31, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect1998, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all Subsidiaries of the issued and outstanding capital stock Company thereafter formed or other securities of each such Subsidiary and, except as set forth acquired are listed in the Schedule Company Disclosure Letter. All of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each the outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, the Subsidiaries are validly issued, fully paid and nonassessable (or and, other than directors' qualifying shares in the foreign equivalent for case of foreign Subsidiaries) and each such share or other equity interest , are owned by the Company or one by a wholly owned Subsidiary of its Subsidiaries is the Company free and clear of all security interests, material liens, claims, pledgescharges or encumbrances, optionsand there are no irrevocable proxies with respect to such shares. Except as set forth in the Company Disclosure Letter and except for the capital stock of its Subsidiaries, rights the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture, limited liability company or other entity which is material to the business of first refusalthe Company and its Subsidiaries, agreements, limitations taken as a whole. There are no material restrictions on the Company's or such other Subsidiary's voting rights, charges and other encumbrances Company to vote the stock of any nature whatsoeverof its Subsidiaries.

Subsidiaries. (a) The 4.2.1. Except as set forth on Schedule of Exceptions sets forth 4.2, the name and state or jurisdiction of incorporation of each of its Company does not have any Subsidiaries. Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organizationorganization as reflected on Schedule 4.2, (ii) has with 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 it is presently being conducted and (iii) to own or lease, as applicable, its assets. Each Subsidiary is duly qualified or licensed to do transact business as a foreign corporation entity and is in good standing in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies Copies of the certificate of incorporation, incorporation and bylaws (or comparable other similar organizational documents and agreements) of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effectSubsidiary, and no such all amendments thereto, heretofore delivered or otherwise made available to Purchaser, are true and correct as of the date hereof. No Subsidiary is in violation of its respective organizational or governing documents in any provision thereinmaterial respect. (b) 4.2.2. The Company owns beneficially, directly or indirectlySecurities of each of the Subsidiaries consist of the shares of common stock and membership interests listed on Schedule 4.2, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest which are owned by the Company or one a Subsidiary and are issued and outstanding. All of the outstanding shares of common stock and membership interests of each of the Subsidiaries have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights and Encumbrances. 4.2.3. None of the Subsidiaries has granted any outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of common stock or membership interests of such Subsidiary or any other commitments or agreements providing for the issuance of additional shares or membership interests, the sale of treasury shares or for the repurchase or redemption of shares of such Subsidiary’s equity interests. There are no (i) agreements of any kind which obligate any of the Subsidiaries to issue, purchase, redeem or otherwise acquire any of its Subsidiaries is free and clear of all security equity interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting (ii) equity appreciation rights, charges and other encumbrances phantom equity or similar plans or rights pursuant to which any Subsidiary of the Company has any obligations, (iii) voting trusts, proxies, or similar agreements to which the Company or any Subsidiary is a party with respect to the equity interests of any nature whatsoeverSubsidiary or (iv) outstanding bonds, debentures, notes or other indebtedness or other securities of any Subsidiary having the right to vote. The Company has no Liability for accrued and unpaid dividends.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such the Subsidiaries (i) of the Company is a corporation or other business entity duly organized, formed and validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) organization and has full corporate all requisite power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) it is now being conducted. Each Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation and and, to the extent applicable, is in good standing in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary necessary, except where the failure to be so qualified qualified, licensed or licensed in good standing would not have, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Except as set forth in Section 2.3 of the Company Disclosure Schedule, the respective certificates of incorporation and by-laws and other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries. The Company has furnished or heretofore made available to the Company Purchaser true and complete copies of the certificate respective certificates of incorporation, bylaws incorporation and by-laws or comparable other organizational documents of each the Subsidiaries of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinthe Company. (b) The Section 2.3 of the Company owns beneficially, directly or indirectly, Disclosure Schedule lists all of the issued and Subsidiaries of the Company. All of the outstanding shares of capital stock of, or other securities equity interests in, each of each such Subsidiary the Subsidiaries of the Company are duly authorized and validly issued and, in the case of shares of capital stock, are fully paid and, to the extent applicable, nonassessable and free of any preemptive rights, and, except as set forth in Section 2.3 of the Schedule of ExceptionsCompany Disclosure Schedule, does not own an equity interest in any other corporation, partnership or entity, other than in all such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share shares or other equity interest interests are owned directly or indirectly by the Company or one of its Subsidiaries is free and clear of all liens, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and or other encumbrances of any nature whatsoever.. No shares of capital stock of any of Company's Subsidiaries are reserved for issuance, except to the Company or another wholly-owned Subsidiary of the Company. There are no outstanding options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments contingent or otherwise relating to the capital stock of any Subsidiary of the Company pursuant to which such Subsidiary is or may become obliged to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of such Subsidiary, other than such rights granted to the 5

Subsidiaries. (ai) The There is no corporation, partnership or other entity in which Management directly or indirectly owns any equity or other interest. (ii) (A) Schedule of Exceptions 4.1(e) sets forth (x) each Subsidiary of Lessee ("Lessee Subsidiary"), (y) the name ownership interest therein of Lessee and state (z) if not wholly owned by Lessee, the identity and ownership interest of each of the other owners of such Lessee Subsidiary. (1) All the outstanding shares of capital stock owned by Lessee of each Lessee Subsidiary that is a corporation have been validly issued and are (x) fully paid, nonassessable and free of any preemptive rights, (y) owned by Lessee or by another Lessee Subsidiary and (z) owned free and clear of all Liens or any other limitation or restriction (including any contractual restriction on the right to vote or sell the same) other than restrictions under applicable securities laws; and (2) all equity interests in each Lessee Subsidiary that is a partnership, joint venture, limited liability company or trust which are owned by Lessee, by another Lessee Subsidiary or by Lessee and another Lessee Subsidiary are owned free and clear of all Liens or any other limitation or restriction (including any contractual restriction on the right to vote or sell the same) other than restrictions under applicable securities laws. Each Lessee Subsidiary that is a corporation is duly incorporated and validly existing under the Laws of its jurisdiction of incorporation of and has the requisite corporate power and authority to carry on its business as now being conducted, and each of its Subsidiaries. Each of such Subsidiaries (i) Lessee Subsidiary that is a corporation partnership, limited liability company or other business entity trust is duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) organization and has full corporate the requisite power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now being conducted. Each Lessee Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary except necessary, other than in such jurisdictions where the failure to be so qualified or licensed would not havelicensed, individually or in the aggregate, would not have a Material Adverse Effect. The Company has furnished or True and correct copies of the charter, by-laws, organizational documents and partnership, joint venture and operating agreements of each Lessee Subsidiary, and all amendments to the date of this Agreement, have been made available to Sunstone Parties and examined by Sunstone Parties on or prior to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereindate hereof. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. Except as set forth in the exhibits to the EVI SEC Documents (a) The Schedule of Exceptions sets forth the name and state as defined in Section 3.2(e)), EVI does not own, directly or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation indirectly, any capital stock or other business entity ownership interest in any subsidiary which would be required to be listed as a subsidiary of EVI under the rules of the SEC with the filing by EVI of an Annual Report on Form 10-K. EVI's subsidiaries that are corporations are corporations duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have the jurisdiction of its organization, (ii) has full requisite corporate power and authority to carry on their respective businesses as they are now being conducted and all necessary government approvals to own, operate and lease the assets they now own, operate or hold under lease, except where the failure to be so organized, existing or in good standing would not have a Material Adverse Effect on EVI and operate its properties and assets and to conduct its business subsidiaries, taken as presently conducted and (iii) is a whole. EVI's subsidiaries are duly qualified or licensed to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business their respective businesses or the ownership or leasing of their respective properties makes such qualification or licensing necessary except necessary, other than in jurisdictions where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, have a Material Adverse EffectEffect on EVI and its subsidiaries, taken as a whole. The Company has furnished All the outstanding shares of capital stock of EVI's subsidiaries that are corporations and that are owned by EVI or made available to the Company true its subsidiaries have been duly authorized and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents validly issued and are in full force fully paid and effect, non-assessable and no such Subsidiary is were not issued in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock preemptive rights or other securities preferential rights of each such Subsidiary and, except as set forth in the Schedule subscription or purchase of Exceptions, does not own an equity interest in any other corporation, partnership or entity, Person other than in those than have been waived or otherwise cured or satisfied. All such Subsidiaries. Each outstanding share stock and ownership interests are owned of capital stock record and beneficially by EVI or other securities by a wholly owned subsidiary of each such Subsidiary is duly authorizedEVI, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverLiens.

Subsidiaries. (a) The Schedule Acquire or create any Subsidiary, unless such Subsidiary becomes, at Xxxxxx’s option, either a co-borrower hereunder or executes and delivers to Lender one or more agreements, in form and substance reasonably satisfactory to Lender, containing a guaranty of Exceptions sets forth the name Obligations that is secured by first priority Liens on such Person’s assets. For clarity, the parties acknowledge and state agree that Xxxxxx shall have the exclusive right to determine whether any such Person will be made a co-borrower hereunder or jurisdiction a guarantor of incorporation the Obligations. Prior to the acquisition or creation of each of its Subsidiaries. Each of any such Subsidiaries (i) is a corporation or other business entity duly organizedSubsidiary, validly existing and Borrower shall notify Lender thereof in good standing under the laws of writing, which notice shall contain the jurisdiction of such Person’s formation and include a description of such Person’s fully diluted capitalization and Borrower’s purpose for its 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 acquisition or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character creation of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinSubsidiary. (b) The Company owns beneficiallySell, directly transfer, encumber or indirectly, all otherwise dispose of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity Xxxxxxxx’s ownership interest in any other corporation, partnership or entity, Subsidiary other than in Permitted Liens. (c) Cause or permit a Subsidiary to do any of the following: (i) grant Liens on such Subsidiaries. Each outstanding share of capital stock Subsidiary’s assets, except for Liens that would constitute Permitted Liens if incurred by Borrower and Liens on any property held or other securities of each acquired by such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or in the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one ordinary course of its Subsidiaries is free business securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided, that such Lien attaches solely to the property acquired with such Indebtedness and clear the proceeds thereof and that the principal amount of all security interests, liens, claims, pledges, options, rights such Indebtedness does not exceed one hundred percent (100%) of first refusal, agreements, limitations on the Company's or cost of such other Subsidiary's voting rights, charges property; and other encumbrances of (ii) issue any nature whatsoeveradditional Shares.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity Each Significant Subsidiary of the Company has been duly organized, is validly existing and (where applicable) in good standing under the laws of the its jurisdiction of its organization, organization and (ii) has full corporate power all organizational powers and authority and necessary to own or lease all necessary government approvals to own, lease and operate of its properties and assets and to conduct carry on its business as presently conducted and now conducted, except, in the case of the immediately preceding clause (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction ii), where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified have such power or licensed authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company. Each Significant Subsidiary of the Company is duly licensed or qualified to do business as a foreign entity and is in good standing (with respect to jurisdictions that have a concept of good standing) in each jurisdiction where the ownership, leasing or operation of its properties or other assets or the nature of its business requires licensing or qualification, except for failures to be so licensed, qualified or in good standing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) A true and complete list as of the date of this Agreement of all of the Significant Subsidiaries of the Company and their respective jurisdictions of organization is set forth on Section 1.01(b) of the Company Disclosure Schedule. The Company has furnished or made available to the Company Parent true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Organizational Documents of each Significant Subsidiary of its Subsidiariesthe Company as of the date hereof, in each case as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinthrough the date hereof. (bc) The Except as set forth on Section 4.06(c) of the Company owns beneficiallyDisclosure Schedule, all of the outstanding shares of capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company have been duly authorized, validly issued and are fully paid (where applicable) and non-assessable and, except as otherwise specified in Section 4.06(c) of the Company Disclosure Schedule, are owned, directly or indirectly, by the Company, free and clear of any and all (i) Liens, other than Permitted Liens, (ii) transfer restrictions (except for such transfer restrictions of general applicability as may be provided under the issued 1933 Act and outstanding capital stock applicable state securities or other securities of each such Subsidiary and, except “blue sky” laws or applicable foreign law) and (iii) voting agreements or voting restrictions. Except as set forth in Section 4.06(c) of the Schedule of ExceptionsCompany Disclosure Schedule, does not own an equity interest in any other corporationthere are no issued, partnership reserved for issuance or entity, other than in such Subsidiaries. Each outstanding share (i) shares of capital stock or other voting securities of each such or ownership interests in any Subsidiary is duly authorizedof the Company, validly issued(ii) securities of the Company or any of its Subsidiaries convertible into, fully paid and nonassessable or exchangeable or exercisable for, shares of capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, (iii) warrants, calls, options, commitments, agreements or other rights to acquire from the foreign equivalent Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company or (iv) restricted shares, stock appreciation rights, performance units, 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 or other voting securities of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. (d) Except for foreign Subsidiaries) and each such share the Subsidiaries of the Company, the Company does not own, directly or indirectly, as of the date of this Agreement, any shares of capital stock of, or other equity interest owned by the Company interests in, any partnership, limited liability company, corporation or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverentity.

Subsidiaries. The subsidiaries set forth on Schedule 4 (a) The Schedule collectively, the “Subsidiaries”), are the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Exceptions sets forth Regulation S-X promulgated by the name and state or jurisdiction of incorporation of each of its SubsidiariesCommission). Each Subsidiary of such Subsidiaries (i) the Company has been duly incorporated and is a corporation or other business entity duly organized, validly existing and as a corporation, limited liability company, trust company, statutory business trust or bank in good standing under the laws of the jurisdiction of its organization, (ii) incorporation and has full the 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 described in the Registration Statement and (iii) the Prospectus and, in the case of the Bank, to enter into and perform its obligations under this Agreement; each Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to so qualify, or be so qualified or licensed in good standing, would not havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, ; all of the issued and outstanding capital stock or other securities equity interests of each such Subsidiary andhas been duly authorized and validly issued, except as set forth in is fully paid and nonassessable and is owned by the Schedule Company, directly or through subsidiaries; the Company owns, directly or through subsidiaries, the issued and outstanding capital stock or other equity interest of Exceptionseach Subsidiary free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; the Company does not own an equity interest in or control, directly or indirectly, any other corporation, partnership association or entity, other entity other than in such Subsidiaries. Each the Bank, Bancorp Card Services, Inc., The Bancorp Capital Trust II, a Delaware statutory trust, The Bancorp Capital Trust III, a Delaware statutory trust, TBBK Acquisitions I, LLC, Transact Payments Limited, Transact Payment Services Group Limited, Transact Payment Services Limited, UK and Transact Payment Services Group – Bulgaria EOOD; none of the outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder or equity holder of such Subsidiary; the subsidiaries of the Bank are permitted to be subsidiaries of a national banking association and the deposit accounts of the Bank are insured up to the applicable limits by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Federal Deposit Insurance Corporation (the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever“FDIC”).

Subsidiaries. Set forth in Section 3.04 of the Disclosure Schedules is a true, correct and complete list of the following for the UK Sub and each Subsidiary of the Company: (ai) The Schedule of Exceptions sets forth the name and state or its jurisdiction of incorporation or organization, (ii) its authorized capital stock or other equity interests, (iii) the number of each issued and outstanding shares of its Subsidiariescapital stock or other equity interests and (iv) the holder or holders of such shares or other equity interests. None of the Company, any of its Subsidiaries or the UK Sub owns beneficially or otherwise, directly or indirectly, any capital stock of, or other securities, equity or ownership interest in, or has any obligation to form or participate in, any corporation, partnership or other Person. Each of such the Company’s Subsidiaries (i) and the UK Sub is a corporation or other business entity company, as applicable, duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization, as applicable, set forth opposite its name in Section 3.04 of the jurisdiction of its organization, (ii) Disclosure Schedules and has full corporate or company, as applicable, power and authority and all necessary government approvals to own, operate or lease and operate its the properties and assets now owned, operated or leased by it and to conduct carry on its business as presently conducted it has been and (iii) is duly currently conducted. Section 3.04 of the Disclosure Schedules sets forth each jurisdiction in which the Company’s Subsidiaries and the UK Sub are licensed or qualified or licensed to do business as a foreign corporation (where applicable), and each of such Subsidiaries and the UK Sub is duly licensed or qualified to do business and is in good standing in each jurisdiction where the character of in which the properties owned, owned or leased or operated by it or the nature operation of its business as currently conducted makes such licensing or qualification or licensing necessary necessary, except where the failure to be so licensed or qualified or licensed in good standing would not havenot, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies All of the certificate outstanding shares of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities equity interests of each such Subsidiary of the Company’s Subsidiaries have been duly authorized, are validly issued, fully paid and non-assessable, and, except as set forth in Section 3.04 of the Schedule Disclosure Schedules, are owned of Exceptionsrecord and beneficially by the Company or its Subsidiary, does not own an equity interest in any other corporationfree and clear of all Encumbrances. The Company or one of its Subsidiaries, partnership or entityas applicable, other than in such Subsidiaries. Each outstanding share has good and marketable title to the shares of capital stock or other securities equity interests of each Subsidiary of the Company owned by such Person. All of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries were issued in compliance with applicable Laws. None of the outstanding shares of capital stock or other equity interests of any of the Subsidiaries of the Company was issued in violation of any agreement, arrangement or commitment to which Parent, the Company or any such Subsidiary is duly authorizeda party or is subject to or in violation of any preemptive or similar rights of any Person. There are no outstanding or authorized options, validly issuedwarrants, fully paid and nonassessable (convertible securities or other rights, agreements, arrangements or commitments of any character relating to the foreign equivalent for foreign Subsidiaries) and each equity interests of any of the Subsidiaries of the Company or obligating Parent, the Company or any such share Subsidiaries to issue or sell any equity interests of, or any other interest in, the Company. None of the Subsidiaries of the Company has outstanding or authorized any stock or equity interest appreciation, phantom stock or equity, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the outstanding shares of capital stock or other equity interest owned by interests of any of the Company or one Subsidiaries of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule Section 3.05(a) of Exceptions sets forth the name and state or jurisdiction Disclosure Letter lists each Subsidiary of incorporation the Company as of each of its Subsidiariesthe date hereof. Each Subsidiary of such Subsidiaries (i) the Company is a corporation or other business entity duly incorporated or organized, validly existing existing, and in good standing (with respect to jurisdictions that recognize that concept) under the laws Laws of the its jurisdiction of its organizationincorporation or organization and has all corporate or other organizational power, (ii) has full corporate power and authority and all necessary government approvals as applicable, required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) as of the date hereof. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation or other entity, as applicable, and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its properties and the conduct of its business makes as of the date hereof require such qualification qualification, licensing, or licensing necessary good standing, except where the failure to be so qualified qualified, licensed, or licensed would not havein good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyhas made available to Parent prior to the date of this Agreement a true and complete copy of the Organizational Documents of each Subsidiary of the Company, as amended through the date hereof. Such Organizational Documents are in full force and effect and none of the Subsidiaries is in violation of any of the provisions in its Organizational Documents, in each case in any material respect. (c) All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have been validly issued and are fully paid and nonassessable and free of any preemptive rights, and are owned directly or indirectly by the Company free and clear of all Liens, and free of any restriction on the right to vote, sell, or otherwise dispose of such capital stock or other equity interests. Except as set forth in Section 3.05(a) of the Disclosure Letter, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of or other ownership interest in any Subsidiary of the Company, (ii) securities of any Subsidiary of the Company convertible into or exchangeable for shares of capital stock or other voting securities of or other ownership interest in any Subsidiary of the Company, (iii) warrants, calls, options, subscriptions 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, transfer, exchange, sell or register for sale any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or other voting securities of or other ownership interest in any Subsidiary of the Company, or (iv) restricted shares, share appreciation rights, performance units, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, all on the value or price of, any capital stock of, or other voting securities of or ownership interests in, any Subsidiary of the issued Company, and there are no outstanding capital stock obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities. There are no bonds, debentures, notes, or other indebtedness of any Subsidiary of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of each such Subsidiary and, except as set forth may vote. (d) Except for equity interests in the Schedule Subsidiaries of Exceptionsthe Company, does not own an neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any other corporation, partnership Person (or entity, other than in such Subsidiaries. Each outstanding share of capital stock any security or other securities of each such Subsidiary is duly authorizedright, validly issuedagreement or commitment convertible or exercisable into, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other exchangeable for, any equity interest owned by in any Person). Neither the Company or one nor any of its Subsidiaries is free and clear has any obligation to acquire any equity interest, security or right, or has any agreement or commitment to provide funds to or make any investment (in the form of all security interestsa loan, lienscapital contribution or otherwise), claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of in any nature whatsoeverPerson.

Subsidiaries. (a) The Schedule of Exceptions 4.4 correctly sets forth the name names, the form of legal entity and state jurisdictions of organization of all Subsidiaries of Borrower as of the Closing Date and identifies each such Subsidiary that is a Consolidated Subsidiary, a Significant Subsidiary, a Guarantor Subsidiary, a Foreign Subsidiary and a Financial Subsidiary. As of the Closing Date, unless otherwise indicated in Schedule 4.4, all of the outstanding shares of capital stock, or jurisdiction all of incorporation the units of equity interest, as the case may be, of each Subsidiary indicated thereon are owned of its Subsidiaries. Each record and beneficially by Borrower or one of such Subsidiaries Subsidiaries, and all such shares or equity interests so owned were issued in compliance with all state and federal securities Laws and are duly authorized, validly issued, fully paid and non-assessable (iother than with respect to required capital contributions to any joint venture in accordance with customary terms and provisions of the related joint venture agreement), except where the failure to so comply would not constitute a Material Adverse Effect, and are free and clear of all Liens and Rights of Others, except for Permitted Encumbrances and Permitted Rights of Others. (b) Each Significant Subsidiary that is a corporation or other business entity Consolidated Subsidiary is duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its 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 do business as a foreign corporation organization and is in good standing as such in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business or the ownership or leasing of its Properties makes such qualification or licensing necessary (except where the failure to be so duly qualified or licensed would and in good standing does not have, individually or in the aggregate, constitute a Material Adverse Effect. The Company ) and has furnished or made available all requisite power and authority to conduct its business, to own and lease its Properties and to execute, deliver and perform the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended Loan Documents to date. Such organizational documents are in full force and effect, and no such which it is a Party. (c) Each Significant Subsidiary that is a Consolidated Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallysubstantial compliance with all Laws and other requirements applicable to its business and has obtained all Authorizations from, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share Significant Subsidiary has accomplished all filings, registrations, and qualifications with, or other equity interest owned by obtained exemptions from any of the Company or one foregoing from, any Governmental Agency that are necessary for the transaction of its Subsidiaries is free and clear of all security interestsbusiness, liensexcept where the failure so to obtain Authorizations, claimscomply, pledgesfile, optionsregister, rights of first refusal, agreements, limitations on the Company's qualify or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverobtain exemptions does not constitute a Material Adverse Effect.

Subsidiaries. (a) The Schedule All of Exceptions sets forth the name issued and state or jurisdiction outstanding shares of incorporation capital stock of each of its Subsidiaries. Each the Company’s Subsidiaries that is registered or incorporated outside of the PRC are owned directly or indirectly by the Company, free and clear of all liens, and are duly authorized and validly issued, fully paid and non-assessable and there is no subscription, option, warrant, call right, agreement or commitment relating to the issuance, sale, delivery, voting, transfer or redemption by any such Subsidiaries (i) is a corporation including any right of conversion or exchange under any outstanding security or other business entity duly organized, validly existing and in good standing under the laws instrument) of the jurisdiction capital stock of any such Subsidiaries (other than any such subscription, option, warrant, call right, agreement or commitment in favor of the Company or its Subsidiaries). (b) For each of the Company’s Subsidiaries that is registered or incorporated in the PRC (the “Onshore Companies”), each holder of record of its organizationregistered capital have contributed in full its subscribed share of the entity’s registered capital pursuant to the articles of association and, (ii) has full corporate power as applicable, relevant joint venture contracts, and authority all such contributions have been verified and certified by a Chinese registered public accountant according to applicable Law, approved by and registered with all relevant Governmental Authorities and fully paid, and verification certificates have been issued to each such holder of record or previous investor accordingly. All previous transfers or assignments of registered capital have been approved by and registered with the relevant Governmental Authorities 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 do business as a foreign corporation and is in good standing in each jurisdiction where the character corporate actions. Each Onshore Company successfully passed all of the properties ownedapplicable annual audits required by applicable Law. Without limiting the generality of the foregoing, leased or operated all approvals, registrations and filings required under PRC Law for the due and proper establishment and operation of each Onshore Company and for the conduct of the business of each such Onshore Company have been duly obtained by it or the nature of its business makes such qualification or licensing necessary Onshore Companies from the relevant PRC Governmental Authorities and are in full force and effect, except where to the extent the failure to be so qualified obtain or licensed complete any such approval, registration or filing would not havenot, individually or in the aggregate, have a Material Adverse Effect. The All required approvals of, and filings and registrations with, the relevant Onshore Companies required in respect of each Onshore Company has furnished or made available and other Subsidiaries (to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiariesextent applicable) and each such share their respective operations have been duly obtained or other equity interest owned completed by the Company or one the applicable Company Subsidiary in accordance with the relevant PRC Laws, except to the extent the failure to obtain or complete any such approvals, filings or registration would not, individually or in the aggregate, have a Material Adverse Effect. (c) HK Holdco will not, prior to the Closing, trade or enter into any agreements or arrangements or agree to any obligations or otherwise conduct any business activity (save in connection with the Collateral Account); and (ii) prior to the Closing will not have any assets or liabilities (save in respect of its Subsidiaries is free the expenses of incorporation and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges Collateral Account and other encumbrances of any nature whatsoevercosts and expenses incurred in connection therewith).

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions the Company Disclosure Letter sets forth (i) each Subsidiary of the name Company (individually, a “Company Subsidiary” and state or collectively, the “Company Subsidiaries”) and (ii) each such Company Subsidiary’s jurisdiction of incorporation of each of its Subsidiariesor organization. Each of such Subsidiaries (i) Company Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and and, if applicable, in good standing under the laws Laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full all requisite corporate or other power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now being conducted. Each Company Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary necessary, except where for those jurisdictions in which the failure to be so qualified or licensed would not haveor to be in good standing, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse EffectEffect on the Company. The Company has furnished or made available to the Company true Parent true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its SubsidiariesCompany Subsidiary, each as amended to date. Such organizational documents are and in full force and effect, and no such Subsidiary is in violation effect on the date of any provision thereinthis Agreement. (b) The Company owns beneficiallyis, directly or indirectly, the record and Beneficial Owner of all of the issued and outstanding capital stock or other securities Securities of each such Company Subsidiary and, except as set forth on Section 3.2(b) of the Company Disclosure Letter, in the Schedule each case free and clear of Exceptions, does not own an equity interest in any Liens other than Permitted Liens and free of any other corporationlimitation or restriction (including any limitation or restriction on the right to vote, partnership sell, transfer or entity, other than in otherwise dispose of the Securities). All of such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Securities so owned by the Company have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by Securities of the Company Subsidiaries, the Company does not own, directly or one of its Subsidiaries is free and clear of all security interestsindirectly, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverSecurities in any Person.

Subsidiaries. (a) The Schedule of Exceptions 5.04 hereto correctly sets forth as of December 31, 2019 the name names and state jurisdictions of formation of all Subsidiaries of the Borrower and states whether each is or jurisdiction is not a Consolidated Subsidiary. Except for shares of incorporation capital stock or partnership interests in a Subsidiary required by Applicable Laws to be held by a director or comparable official of that Subsidiary and unless otherwise indicated in Schedule 5.04 or where the failure to own all of the shares of capital stock or partnership interests in such Subsidiary would have a Material Adverse Effect, all of the outstanding shares of capital stock or partnership interests of each Subsidiary are owned beneficially by the Borrower, and, to the knowledge of its Subsidiaries. the Borrower, all securities and interests so owned are duly authorized, validly issued, fully paid, non-assessable, and issued in compliance with all applicable state and federal securities and other Laws, and are free and clear of all Liens and Rights of Others. (b) Each of such Subsidiaries (i) Subsidiary is a corporation or other business legal entity duly organizedformed, validly existing existing, and in good standing under the laws of the its jurisdiction of its organizationformation, (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 do business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business or the ownership or leasing of its properties makes such qualification or licensing necessary necessary, except where the failure to be so duly qualified or licensed and in good standing would not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such has all requisite legal power and authority to (i) conduct its business and (ii) own and lease its properties, except in the cases of clause (i) and (ii), where the failure to do so would not have a Material Adverse Effect. (c) Each Subsidiary is in violation of compliance with all Laws and other legal requirements applicable to its business and has obtained all authorizations, consents, approvals, orders, licenses, and permits from, and has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities foregoing from, any Governmental Authority that are necessary for the transaction of each such Subsidiary andits business, except as set forth in where the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than failure to be in such Subsidiaries. Each outstanding share of capital stock compliance, obtain such authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or other securities of each obtain such Subsidiary is duly authorizedexemptions, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverwould have a Material Adverse Effect.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries the Company’s “significant subsidiaries” (ifor purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership, limited liability company, statutory trust or other business entity duly organizedentity, validly existing and as applicable, in good standing under the laws of the jurisdiction of its organization, (ii) incorporation or organization and has full corporate the power and authority and all necessary government approvals (corporate or other) to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement, the Time of Sale Prospectus and (iii) the Prospectus. Each of the Company’s significant subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership, limited liability company, statutory trust or other entity, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to so qualify or to be so qualified or licensed in good standing would not havereasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities equity or ownership interests of each such Subsidiary and, except as set forth in of the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Company’s significant subsidiaries have been duly authorized, authorized and validly issued, are fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest are owned by the Company Company, directly or one of its Subsidiaries is through subsidiaries, free and clear of all any security interestsinterest, liensmortgage, claimspledge, pledgeslien, optionsencumbrance or adverse claim. The Company does not own or control, rights of first refusaldirectly or indirectly, agreementsany corporation, limitations on association or other entity other than the subsidiaries listed in Exhibit 21 to the Company's ’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (other than any corporations, associations or such other Subsidiary's voting rightsentities that, charges in the aggregate, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X). First Citizens Investor Services, Inc. is a broker/dealer duly registered with the Commission pursuant to the Exchange Act, is a member in good standing of FINRA, and other encumbrances is in compliance with the securities laws in those states in which it conducts business as a broker-dealer. First Citizens Investor Services, Inc. and First Citizens Asset Management, Inc. are investment advisors duly registered with the Commission pursuant to the Investment Advisers Act of any nature whatsoever1940, as amended.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state Company is an entity duly incorporated or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity otherwise duly organized, validly existing and (where applicable or recognized) in good standing under the laws of the its jurisdiction of its incorporation or organization, (ii) except where the failure to be so incorporated, organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company has full corporate power and authority all corporate, limited liability company or comparable powers and all necessary government approvals Governmental Authorizations required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now conducted, except for those powers or Governmental Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation entity and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to Section 4.06(a) of the Company true Disclosure Letter sets forth a complete and complete copies accurate list as of the certificate of incorporation, bylaws or comparable organizational documents date hereof of each Significant Subsidiary (for the avoidance of doubt, Section 4.06(a) of the Company Disclosure Letter also sets forth additional wholly owned Subsidiaries which are not Significant Subsidiaries) of the Company and its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation jurisdiction of any provision thereinorganization. (b) The All of the outstanding capital stock or other voting securities of or other ownership interests in each Subsidiary of the Company owns beneficiallyare owned by the Company, directly or indirectly, all free and clear of any Lien and free of any other limitation or restriction except for Permitted Liens, transfer restrictions of general applicability as may be provided under the issued and outstanding 1933 Act or other applicable securities Laws (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests) and a de minimis amount of shares or other equity interests held by third parties as required under local law or regulation. There are no issued, reserved for issuance or outstanding (i) securities of each such Subsidiary andthe Company or any of its Subsidiaries convertible into, except as set forth in the Schedule of Exceptionsor exchangeable for, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other voting securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned ownership interests in any Subsidiary of the Company, (ii) 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 (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company or one any of its Subsidiaries is free and clear of all security intereststhat are derivative of, liensor provide economic benefits based, claimsdirectly or indirectly, pledges, options, rights of first refusal, agreements, limitations on the Company's value or such price of, any capital stock or other Subsidiary's voting rightssecurities of or other ownership interests in any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, charges and other encumbrances redeem or otherwise acquire any of any nature whatsoeverthe Company Subsidiary Securities.

Subsidiaries. (a) The Set forth on Schedule 4.7 is a complete and accurate list of Exceptions sets forth all Subsidiaries of the name and state or jurisdiction of incorporation of each of its SubsidiariesCompany. Each Subsidiary of such Subsidiaries (i) the Company has been duly formed and is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) formation and has full corporate the requisite power and authority and all necessary government approvals to own, own or lease and operate its properties and assets and to conduct its business as presently conducted it is now being conducted. The Company has previously made available to the Purchasers, or shall make available to the Purchasers prior to the Closing Date, in a form reasonably acceptable to the Purchasers, copies of the organizational documents, each as amended to date, of each Subsidiary of the Company. Such copies are true, correct and (iii) complete and in full force and effect. Each such Subsidiary is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where in which its ownership or leasing and operation of its properties and assets and the character of the properties owned, leased or operated by it or the nature conduct of its business makes as it is now being conducted requires such qualification Subsidiary to be so licensed or licensing necessary qualified, except where the failure to be so licensed or qualified or licensed would not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies Set forth on Schedule 4.7 is a list of the certificate jurisdiction of incorporation, bylaws organization or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities formation of each such Subsidiary and, except Subsidiary. Except as set forth in on Schedule 4.7 and as listed above, none of the Schedule Company and the Subsidiaries of Exceptionsthe Company own, does not own an or have the right to acquire, any shares of stock or any equity interest in any other corporation, partnership partnership, joint venture or entity, any other than in such Subsidiaries. Each Person. (b) The outstanding share shares of capital stock or other securities of each such Subsidiary is of the Company have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights or rights of first refusal or first offer. Except as set forth on Schedule 4.7, (or i) each Subsidiary of the foreign equivalent for foreign Subsidiaries) Company is wholly-owned of record and each such share or other equity interest owned beneficially by the Company or one another wholly-owned Subsidiary and (ii) the ownership interests of its Subsidiaries is the Company in each such Subsidiary are owned of record and beneficially by the Company (or another wholly-owned Subsidiary of the Company), free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such any Encumbrances other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverthan Permitted Encumbrances.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name Company (individually, a “Company Subsidiary” and state or jurisdiction of incorporation of each of its collectively, the “Company Subsidiaries. Each of such Subsidiaries (i”) is a corporation duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and and, as applicable, in good standing under the laws Laws of the jurisdiction of its incorporation or organization, except where the failure to be so organized or existing would not, individually or in the aggregate, have a Material Adverse Effect. Each Company Subsidiary (iii) has full all requisite corporate or other power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently now being conducted and (iiiii) is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where in which the character nature of the properties owned, leased or operated business conducted by it or the nature character or location of its business makes the properties and assets owned or leased by it make such licensing or qualification or licensing necessary necessary, except where failure to have such power and authority, or to be so licensed, qualified or licensed would not havein good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has furnished Effect or made available to prevent, materially impair, or materially delay the Company true and complete copies of from consummating the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinMerger. (b) The Company owns beneficiallyis, directly or indirectly, the record holder and Beneficial Owner of all of the issued and outstanding capital stock or other securities Securities of each such Subsidiary andCompany Subsidiary, except as set forth in the Schedule free and clear of Exceptions, does not own an equity interest in any Liens (other than Permitted Liens) and free of any other corporationlimitation or restriction, partnership including any limitation or entityrestriction on the right to vote, sell, transfer or otherwise dispose of the Securities, other than in such Subsidiarieslimitations or restrictions on transfer arising under applicable securities Laws. Each outstanding share All of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest Securities so owned by the Company or one of its Subsidiaries is free have been duly authorized and clear of all security interestsvalidly issued and are fully paid and nonassessable, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or and no such other Subsidiary's voting rights, charges and other encumbrances shares have been issued in violation of any nature whatsoeverpreemptive or similar rights by which the Company or any Company Subsidiary is bound. Except for the Securities of the Company Subsidiaries, the Securities of each UBBP Company set forth in Section 4.22 of the Company Disclosure Letter, the Securities of any Subsidiary of the UBBP Companies, and short-term marketable Securities acquired in the ordinary course of business consistent with past practices, the Company does not own, directly or indirectly, any Securities or other ownership interests in any Person or any Indebtedness of any Person.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) The MPX Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of all Persons in which MPX owns or controls, directly or indirectly, any material equity or proprietary interest indicating (A) the jurisdiction of incorporation, organization or formation of such Person, (B) its name and (C) the percentage owned directly or indirectly by MPX and the percentage owned, and the identity of, each other registered holder of capital stock or other equity interests if other than MPX and its Subsidiaries. (ii) Each Subsidiary of MPX: (A) is a corporation corporation, trust, limited liability company or other business entity partnership, as the case may be, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organizationincorporation, organization or formation, as the case may be, and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Subsidiaries of MPX, (iiB) has full corporate all requisite corporate, trust, limited liability or partnership power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct its business as presently now owned and conducted in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification, and (iiiC) is duly qualified qualified, licensed or licensed registered to do conduct business as a foreign corporation and is in good standing in each jurisdiction in which its assets are located or it conducts business, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified organized, validly existing, qualified, licensed, registered or licensed in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available Effect with respect to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinMPX Group. (biii) The Company owns beneficiallyMPX owns, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share shares or other equity interest owned by interests of each of the Company or one of its Subsidiaries is Subsidiaries, free and clear of any Encumbrances (other than MPX Permitted Encumbrances) and all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges shares and other encumbrances equity interests so owned directly or indirectly by MPX have been duly authorized and validly issued, as fully paid and non-assessable and have been issued in material compliance with all applicable Laws and no Person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from MPX or any of the Subsidiaries of MPX of any nature whatsoeverinterest in any of the shares in the capital of the Subsidiaries of MPX. Neither MPX nor MPX’s Subsidiaries, beneficially or of record, owns any equity interest of any kind in any other Person.

Subsidiaries. (a) The Schedule of Exceptions 4.4 correctly sets forth the name names, the form of legal entity, the jurisdictions of organization of all Subsidiaries of Borrower as of the Closing Date and state or jurisdiction of incorporation the identification by Borrower of each Consolidated Subsidiary, Significant Subsidiary, Guarantor Subsidiary, Foreign Subsidiary and Financial Subsidiary of its Subsidiariesthe Borrower, in each case as of the Closing Date. Each As of the Closing Date, unless otherwise indicated in Schedule 4.4, all of the outstanding shares of capital stock, or all of the units of equity interest, as the case may be, of each Subsidiary indicated thereon are owned of record and beneficially by Borrower or one of such Subsidiaries Subsidiaries, and all such shares or equity interests so owned were issued in compliance with all state and federal securities Laws and are duly authorized, validly issued, fully paid and non-assessable (iother than with respect to required capital contributions to any joint venture in accordance with customary terms and provisions of the related joint venture agreement), except where the failure to so comply would not constitute a Material Adverse Effect, and are free and clear of all Liens and Rights of Others, except for Permitted Encumbrances and Permitted Rights of Others. (b) Each Guarantor Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its 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 do business as a foreign corporation organization and is in good standing as such in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business or the ownership or leasing of its Properties makes such qualification or licensing necessary (except where the failure to be so duly qualified or licensed would and in good standing does not have, individually or in the aggregate, constitute a Material Adverse Effect. The Company ) and has furnished or made available all requisite power and authority to conduct its business, to own and lease its Properties and to execute, deliver and perform the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended Loan Documents to date. Such organizational documents are in full force and effect, and no such which it is a Party. (c) Each Guarantor Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallysubstantial compliance with all Laws and other requirements applicable to its business and has obtained all Authorizations from, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share Significant Subsidiary has accomplished all filings, registrations, and qualifications with, or other equity interest owned by obtained exemptions from any of the Company or one foregoing from, any Governmental Agency that are necessary for the transaction of its Subsidiaries is free and clear of all security interestsbusiness, liensexcept where the failure so to obtain Authorizations, claimsor to comply with, pledgesfile, optionsregister, rights of first refusal, agreements, limitations on the Company's qualify or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverobtain exemptions does not constitute a Material Adverse Effect.

Subsidiaries. (a) The Schedule A complete and accurate list of Exceptions sets forth the name and state or name, jurisdiction of incorporation organization, issued and outstanding equity interests and the holders thereof of each Subsidiary of the Target Companies is set forth in Section 4.2 of the Sellers Disclosure Schedule, and no other Person has any subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of the capital stock of any Subsidiary of the US Target. The US Target owns one hundred percent (100%) of the outstanding equity interests of each of its SubsidiariesSubsidiaries (either directly or indirectly) and no other Person has any subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of the capital stock of any Subsidiary of the US Target. Neither of the Target Companies owns, directly or indirectly, any capital stock of, or other equity or voting interest in, any Person other than the Subsidiaries set forth in Section 4.2 of the Sellers Disclosure Schedule. (b) Each of such the Target Companies’ Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationrespective organization (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), (ii) except where the failure to be so organized, existing or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. Each of the Target Companies’ Subsidiaries has full the corporate power and authority and all necessary government approvals to own, lease and operate own its respective properties and assets and to conduct carry on its respective business as presently conducted and (iii) currently conducted. Each of the Target Companies’ Subsidiaries is duly qualified or licensed to do business and in good standing as a foreign corporation and is in good standing in each jurisdiction where in which the character or location of the its assets or properties (whether owned, leased lease or operated by it licensed) or the nature of its business makes make such qualification or licensing necessary qualifications necessary, except where the failure to be so qualified qualified, licensed or licensed in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company Each of the Target Companies’ Subsidiaries has furnished or made available to the Company delivered a true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each correct copy of its SubsidiariesCertificate of Incorporation, each as amended to date. Such organizational documents are , and Bylaws, as amended to date, or any other equivalent charter governing documents, as amended to date, each in full force and effecteffect on the date hereof, and no such Subsidiary is in violation to Purchaser. The board of directors of any provision thereinof the Target Companies’ Subsidiaries has not approved or proposed any amendment to any of the Target Companies’ Subsidiaries’ Certificate of Incorporation, Bylaws or any other applicable charter governing documents from those made available to Purchaser. (bc) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock of, or other securities equity or voting interest in, each Subsidiary of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is US Target (i) are duly authorized, validly issued, fully paid paid, and nonassessable (non-assessable and are not subject to preemptive rights created by statute, any Subsidiary’s certificate of incorporation, bylaws or any other applicable charter governing documents, or any Contract to which any of the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its US Target’s Subsidiaries is a party or by which it is bound, and (ii) are owned, directly or indirectly, by Sellers, free and clear of all security interestsLiens and free of any other restriction (including any restriction on the right to vote, lienssell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by Purchaser of such Subsidiary’s business in substantially the same manner as such businesses are presently conducted. (d) There are no outstanding (i) securities of Parent Seller or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, claimsor other equity or voting interests in, pledgesany of the US Target’s Subsidiaries, (ii) options, warrants, rights or other commitments or Contracts to acquire from Parent Seller or any of first refusalits Subsidiaries, agreementsor that obligate Parent Seller or any of its Subsidiaries to issue, limitations any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any of the US Target’s Subsidiaries, (iii) obligations of Parent Seller to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”) or (iv) other obligations by the Company or any of its Subsidiaries to make any payments based on the Company's price or such other Subsidiary's voting rights, charges and other encumbrances value of any nature whatsoeverSubsidiary Securities. There are no outstanding Contracts of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Subsidiaries. (a) The Section 3.05(a) of the Disclosure Schedule lists (i) each Subsidiary of Exceptions sets forth the name Company and state the Joint Venture as of the date hereof and the ownership interest of the Company in each such Subsidiary or the Joint Venture, the jurisdiction of incorporation or formation of each such Subsidiary and the Joint Venture, and the ownership interest and number and type of capital stock or other securities owned by any other Person or Persons in each such Subsidiary or the Joint Venture (and the owner thereof) and (ii) the Company’s, its Subsidiaries’ or the Joint Venture’s capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities held for investment by the Company or any of its SubsidiariesSubsidiaries or its Joint Venture and consisting of less than 5% of the outstanding capital stock or other equity interest of such Person. The Company does not own, directly or indirectly, any voting interest in any Person that would require an additional filing by Parent under the HSR Act or under any other applicable Antitrust Law in order to consummate the Merger and the other transactions contemplated hereby. Each Subsidiary of such Subsidiaries (i) the Company and the Joint Venture is a corporation or other business entity duly incorporated or organized, validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the laws Laws of the its jurisdiction of its organizationincorporation or organization and has all corporate or other organizational power, (ii) has full corporate power and authority and all necessary government approvals as applicable, required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted as of the date hereof. Each such Subsidiary and (iii) the Joint Venture is duly qualified or licensed to do business as a foreign corporation or other entity, as applicable, and is in good standing (with respect to jurisdictions that recognize that concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its properties and the conduct of its business makes as of the date hereof require such qualification qualification, licensing or licensing necessary good standing, except where the failure to be so qualified qualified, licensed or licensed would not havein good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has furnished or made available to the Company true Parent complete and complete correct copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its the Company’s Subsidiaries, each as amended to date. Such ’ and the Joint Venture’s organizational documents that are in full force and effecteffect as of the date of this Agreement, and no such Subsidiary none of the Company’s Subsidiaries or the Joint Venture is in violation of any provision thereinof the provisions of such organizational documents. (b) The All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company owns beneficiallyand the Joint Venture have been validly issued and are fully paid and nonassessable and free of any preemptive rights, and are owned directly or indirectly by the Company free and clear of all Liens other than Permitted Liens and those restrictions on transfer imposed by applicable securities Laws, and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interests. There are no issued or outstanding (i) securities of any Subsidiary of the Company or the Joint Venture convertible into or exchangeable for shares of capital stock or other voting securities of or other ownership interest in any Subsidiary of the Company or the Joint Venture, (ii) warrants, calls, conversion rights, redemption rights, repurchase rights, agreements, arrangements, commitments, options or other rights to acquire from the Company, any of its Subsidiaries or its Joint Venture, or other obligations of the Company, any of its Subsidiaries or its Joint Venture to issue, any capital stock, other voting securities or securities convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe or acquire, capital stock or other voting securities of or other ownership interest in any Subsidiary of the Company or the Joint Venture or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, all of on the issued and outstanding value or price of, any capital stock of, or other voting securities of each such or ownership interests in, any Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one the Joint Venture, and there are no outstanding obligations of the Company, any of its Subsidiaries is free and clear or its Joint Venture to repurchase, redeem or otherwise acquire any such securities. (c) Neither the Company nor any of all security interestsits Subsidiaries owns, liensdirectly or indirectly, claims, pledges, options, rights any voting or economic interest of first refusal, agreements, limitations on 10% or more (other than any directly or indirectly owned Subsidiary of the Company's or such other Subsidiary's voting rights, charges and other encumbrances ) of any nature whatsoeverpartnership, corporation, limited liability company, joint venture or similar entity.

Subsidiaries. (a) The Section 2.6 of the Company Disclosure Schedule sets forth, as of Exceptions sets forth the date of this Agreement, a true, complete and accurate list of all of the Company’s subsidiaries and for each such subsidiary: (i) its name and state or form of organization; (ii) the number and type of outstanding equity securities and a list of the holders thereof; and (iii) the jurisdiction of incorporation of each of its Subsidiariesorganization. Each of such Subsidiaries (i) the Company’s subsidiaries is a corporation an entity duly incorporated or other business entity otherwise duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organization, (ii) has full corporate power and authority all corporate, limited liability company or comparable powers and all necessary government governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except for those licenses, authorizations, permits, consents and (iii) approvals the absence of which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on the Company. Each of the Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation entity and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where failure to be so qualified or licensed would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company. The Company has furnished or made available to All Significant Subsidiaries (as defined in Regulation S-X of the Exchange Act) of the Company true and complete copies their respective jurisdictions of incorporation are identified in the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein.Company 10-K. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock of, or other voting securities or ownership interests in, each of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Company’s subsidiaries are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable (or the foreign equivalent for foreign Subsidiaries) free of preemptive rights and each all such share or other equity interest owned shares are owned, of record and beneficially, by the Company or one another of its Subsidiaries is the Company’s subsidiaries free and clear of all security Liens 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 ownership interests). There are no outstanding (i) securities of the Company or any of is subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any of the Company’s subsidiaries, (ii) options or other rights to acquire from the Company or any of its subsidiaries, or other obligations of the Company or any of the 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 the Company, or (iii) restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, profits interests, liensor rights to receive, claimsthat are convertible into or exercisable for Company Common Stock on a deferred basis or otherwise or other rights that are linked to, pledgesor based upon, optionsthe value of capital stock or other securities or ownership interests in, rights any subsidiary of first refusalthe Company (the items in clauses (i), agreements(ii) and (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations, limitations on contingent or otherwise, of the Company's Company or such any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Subsidiary Securities. There are no voting trusts, proxies or other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeveragreements or understandings with respect to the Company Subsidiary Securities.

Subsidiaries. (a) The Schedule Each CPA14 Subsidiary that is a corporation is duly incorporated, validly existing and in good standing under the Laws of Exceptions sets forth the name and state or its jurisdiction of incorporation of each of and has the requisite corporate power and authority to own, lease and operate its Subsidiariesproperties and to carry on its business as now being conducted. Each of such Subsidiaries (i) CPA14 Subsidiary that is a corporation partnership, limited liability company or other business entity trust is duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, (ii) organization and has full corporate the requisite power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now being conducted. Each CPA14 Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary except necessary, other than in such jurisdictions where the failure to be so qualified or licensed would not havelicensed, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies Except as disclosed in Schedule 2.1(b) of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectlyCPA14 Disclosure Letter, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such CPA14 Subsidiary that is a corporation have been duly authorized, are validly issued, fully paid and nonassessable (nonassessable, and are not subject to any preemptive right, purchase option, call option, right of first refusal, subscription or the foreign equivalent for foreign Subsidiaries) and each such share or any other equity interest similar right, are owned by the Company CPA14 or one of its Subsidiaries is another CPA14 Subsidiary, and are so owned free and clear of all security interestspledges, claims, liens, claimscharges, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges encumbrances and other encumbrances security interests of any kind or nature whatsoeverwhatsoever (each, a “Lien” and collectively, “Liens”). Except as disclosed in Schedule 2.1(b) of the CPA14 Disclosure Letter, all equity interests in each CPA14 Subsidiary that is a partnership, limited liability company, trust or other entity, have been duly authorized, are validly issued, are owned by CPA14 or another CPA14 Subsidiary, and are so owned free and clear of all Liens. Schedule 2.1(b) of the CPA14 Disclosure Letter sets forth (A) all CPA14 Subsidiaries and their respective jurisdictions of incorporation or organization and (B) each owner and the respective amount of such owner’s equity interest in each CPA14 Subsidiary. Except as set forth on Schedule 2.1(b) of the CPA14 Disclosure Letter, CPA14 does not have any Subsidiaries or any equity investment or other interest in, nor has CPA14 made advances or loans to, any corporation, association, partnership, joint venture or other entity.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Disclosure Schedule 3.1(b)(i) lists each Subsidiary of Company and the owner(s) and percentage ownership of each Subsidiary disclosed thereon. Each Subsidiary of Company is a corporation duly incorporated or other business an entity duly organized, and is validly existing and in good standing standing, under the laws of the its jurisdiction of its incorporation or organization, (ii) has full corporate power all powers and authority and all necessary government material licenses, authorizations, consents and approvals required by each Governmental Authority to own, lease and operate its properties and assets and to conduct carry on its business as presently now conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, property owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effectnecessary. The Company has furnished or made available to the Company true True and complete correct copies of the certificate Certificate of incorporation, bylaws or comparable organizational documents Incorporation and the Bylaws of each Subsidiary of its SubsidiariesCompany, each as amended to date. Such organizational documents are in full force and effectthe date hereof, and no such Subsidiary is in violation of any provision thereinhave been delivered to Parent. (bii) The Company owns beneficiallyconducts its insurance operations through certain of the Subsidiaries listed and identified as such on Disclosure Schedule 3.1(b)(ii)(A) (collectively, the “Company Insurance Subsidiaries”). Each of the Company Insurance Subsidiaries is, where required, (A) duly licensed or authorized as an insurance company in its jurisdiction of incorporation, (B) duly licensed or authorized as an insurance company in each other jurisdiction where it is required to be so licensed, authorized or eligible, and (C) duly authorized or eligible in its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Company Statutory Financial Statements. Company has made all required filings under applicable insurance holding company statutes. Company conducts its lender services operations through certain of the Subsidiaries listed and identified as such on Disclosure Schedule 3.1(b)(ii)(B) (collectively, the “Company Lender Services Subsidiaries”). Each of the Company Lender Services Subsidiaries is, where required, (i) duly licensed or authorized to provide its services in its jurisdiction of incorporation and (ii) duly licensed or authorized to provide its services in each other jurisdiction where it is required to be so licensed, authorized or eligible. Company has made all required filings under applicable statutes that concern the lender services provided by each Company Lender Services Subsidiary. (iii) All of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of Company has been validly issued and is fully paid and nonassessable. All of the outstanding capital stock of, or other ownership interest, which is owned, directly or indirectly, all by Company, in each of its Subsidiaries is owned free and clear of any lien and free of any other limitation or restriction (including any limitation or restriction on the issued and outstanding right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There are no outstanding (A) securities of each such Subsidiary and, except as set forth in the Schedule Company or any of Exceptions, does not own an equity interest in any other corporation, partnership its Subsidiaries convertible into or entity, other than in such Subsidiaries. Each outstanding share exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any of each such Subsidiary is duly authorizedits Subsidiaries, validly issued(B) options, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share warrants or other equity interest owned by the rights to acquire from Company or one any of its Subsidiaries, and no other obligation of Company or any of its Subsidiaries is free to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any of its Subsidiaries or (C) obligations of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of any of its Subsidiaries or any capital stock of, or other ownership interests in, any of its Subsidiaries. (iv) The minute books of each Subsidiary of Company contain complete and clear accurate records in all material respects of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges meetings and other encumbrances corporate actions held or taken by their respective shareholders and Boards of any nature whatsoeverDirectors (including all committees thereof). True and correct copies of the minute books of each Subsidiary of Company have been delivered to Parent.

Subsidiaries. (a) The Schedule A complete list, as of Exceptions sets forth the name date of this Agreement, of each Subsidiary of the Company and state or its jurisdiction of incorporation incorporation, formation or organization, outstanding Equity Securities, and holders of each Equity Securities, as applicable, is set forth on Section 3.2(a) of its Subsidiariesthe Company Disclosure Letter. Except as set forth in Section 3.2(a) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interests in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, company, partnership, joint venture or business association or other entity. Each Subsidiary of such Subsidiaries (i) the Company has been duly organized and is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, (ii) incorporation and has full requisite corporate power and authority and all necessary government approvals to own, lease own and operate its properties and assets and assets, to conduct carry on its business as presently conducted and (iii) contemplated to be conducted. Each Subsidiary of the Company is duly licensed or qualified or licensed and in good standing (to do business the extent such concept is applicable in such Subsidiary’s jurisdiction of formation) as a foreign or extra-provincial corporation and (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 to be so licensed or qualified or in good standing (to the extent such concept is applicable in each such Subsidiary’s jurisdiction of formation), as applicable, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so licensed or qualified or licensed in good standing would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available be material to the Company true and complete copies business of the certificate of incorporation, bylaws or comparable organizational documents of each of Company and its Subsidiaries, each taken as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereina whole. (b) The Company owns beneficially, directly or indirectly, all All the Control Documents have been duly executed and delivered and constitute legally binding obligations of the issued parties hereto in accordance with their respective terms. As a result, Wuhan Lotus Technology has established effective Control over Wuhan Lotus E-Commerce through the Control Documents. The equity pledge by the equity holders of Wuhan Lotus E-Commerce in favor of Wuhan Lotus Technology pursuant to the Control Documents has been registered with Governmental Authorities (the “Equity Pledge Registration”). The Equity Pledge Registration remains effective and outstanding capital stock or other securities of each such Subsidiary andvalid, except as set forth and there is no Encumbrance held by any Person on the Equity Securities in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, Wuhan Lotus E-Commerce other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverEquity Pledge Registration.

Subsidiaries. (a) The Schedule Section 5.5(a) of Exceptions the Company Disclosure Letter sets forth the for each Subsidiary of Panadero Aggregates (i) its name and state or (ii) its jurisdiction of incorporation organization. Panadero Aggregates has no Subsidiaries other than those Subsidiaries set forth in Section 5.5(a) of the Company Disclosure Letter. Panadero Aggregates is the sole direct or indirect beneficial and record owner of the outstanding shares of capital stock or other equity interests in each of its Subsidiaries, except as set forth in Section 5.5(a) of the Company Disclosure Letter. Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power incorporation or organization 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 authorized to do business as a foreign corporation Person and is in good standing in under the laws of each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or the ownership of its properties requires such qualification or licensing necessary authorization, except where the failure to be so qualified qualified, authorized or licensed in good standing would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no Each such Subsidiary is in violation of any provision thereinhas all requisite limited liability company, corporate or other power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities equity interests of each such Subsidiary andof Panadero Aggregates are validly issued, fully paid and non-assessable, and are owned free and clear of any and all Liens (other than Permitted Exceptions), except as set forth in Section 5.5(b) of the Schedule Company Disclosure Letter. There is no (i) existing option, warrant, call, right or Contract relating to, and there are no convertible securities of Exceptionsany such Subsidiary outstanding which upon conversion would require, does not own an the issuance of any equity interest in interests of any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock Subsidiary or other securities convertible into equity interests of each any such Subsidiary, (ii) outstanding obligation, contingent or otherwise, of any Subsidiary is duly authorizedto repurchase, validly issued, fully paid and nonassessable redeem or otherwise acquire any equity interests of any Subsidiary or (or the foreign equivalent for foreign Subsidiariesiii) and each such share voting trust or other Contract with respect to the voting, redemption, sale transfer or other disposition of the equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances interests of any nature whatsoeverSubsidiary.

Subsidiaries. (a) The Schedule of Exceptions 4.4 correctly sets forth the name names, the form of legal entity and state jurisdictions of organization of all Subsidiaries of Borrower as of the 2000 Closing Date and identifies each such Subsidiary that is a Consolidated Subsidiary, a Significant Subsidiary, a Guarantor Subsidiary, a Foreign Subsidiary and a Financial Subsidiary. As of the 2000 Closing Date, unless otherwise indicated in Schedule 4.4, all of the outstanding shares of capital stock, or jurisdiction all of incorporation the units of equity interest, as the case may be, of each Subsidiary indicated thereon are owned of its Subsidiaries. Each record and beneficially by Borrower or one of such Subsidiaries Subsidiaries, and all such shares or equity interests so owned were issued in compliance with all state and federal securities Laws and are duly authorized, validly issued, fully paid and non-assessable (iother than with respect to required capital contributions to any joint venture in accordance with customary terms and provisions of the related joint venture agreement), except where the failure to so comply would not constitute a Material Adverse Effect, and are free and clear of all Liens and Rights of Others, except for Permitted Encumbrances and Permitted Rights of Others. (b) Each Significant Subsidiary is as of the date of this Agreement, and will be as of the 2000 Closing Date, a corporation or other business legal entity of the form described for that Subsidiary in Schedule 4.4, and is duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its 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 do business as a foreign corporation organization and is in good standing as such in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business or the ownership or leasing of its Properties makes such qualification or licensing necessary (except where the failure to be so duly qualified or licensed would and in good standing does not have, individually or in the aggregate, constitute a Material Adverse Effect. The Company ) and has furnished or made available all requisite power and authority to conduct its business, to own and lease its Properties and to execute, deliver and perform the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended Loan Documents to date. Such organizational documents are in full force and effect, and no such which it is a Party. (c) Each Significant Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallysubstantial compliance with all Laws and other requirements applicable to its business and has obtained all Authorizations from, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share Significant Subsidiary has accomplished all filings, registrations, and qualifications with, or other equity interest owned by obtained exemptions from any of the Company or one foregoing from, any Governmental Agency that are necessary for the transaction of its Subsidiaries is free and clear of all security interestsbusiness, liensexcept where the failure so to obtain Authorizations, claimscomply, pledgesfile, optionsregister, rights of first refusal, agreements, limitations on the Company's qualify or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverobtain exemptions does not constitute a Material Adverse Effect.

Subsidiaries. (a) The Schedule Section 4.2(a) of Exceptions the Parent Disclosure Letter sets forth (i) each Subsidiary of Parent (individually, a “Parent Subsidiary” and collectively, the name “Parent Subsidiaries”) and state or (ii) each Parent Subsidiary’s jurisdiction of incorporation of each of its Subsidiariesor organization. Each of such Subsidiaries (i) Parent Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full all requisite corporate or other power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now being conducted. Each Parent Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary necessary, except where for those jurisdictions in which the failure to be so qualified or licensed would not haveor to be in good standing, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse EffectEffect on Parent. The Company Parent has furnished or made available to the Company true true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its Subsidiariesmaterial Parent Subsidiary, each as amended to date. Such organizational documents are and in full force and effect, and no such Subsidiary is in violation effect on the date of any provision thereinthis Agreement. (b) The Company owns beneficiallyParent is, directly or indirectly, the record and Beneficial Owner of all of the issued and outstanding capital stock or other securities Securities of each such Subsidiary andParent Subsidiary, except as set forth in the Schedule free and clear of Exceptions, does not own an equity interest in any Liens and free of any other corporationlimitation or restriction (including any limitation or restriction on the right to vote, partnership sell, transfer or entity, other than in otherwise dispose of the Securities). All of such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Securities so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the foreign equivalent for foreign Securities of the Parent Subsidiaries) and each such share , Parent does not own, directly or indirectly, any Securities or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of ownership interests in any nature whatsoeverPerson.

Subsidiaries. (a) The Section 4.7 of the Company Disclosure Schedule of Exceptions sets forth (i) the name of each Subsidiary of the Company; (ii) the name of each corporation, limited liability company, partnership, joint venture or other entity (other than such Subsidiaries) in which the Company or any of its Subsidiaries has, or pursuant to any agreement has the right or obligation to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each such corporations described in clauses (i) and state or (ii) above, (A) the jurisdiction of incorporation and (B) the capitalization thereof and the percentage of each class of its Subsidiaries. Each of such Subsidiaries capital stock (i) is a corporation including any rights, options or warrants outstanding or other business entity agreements to acquire shares of capital stock) and issuance of outstanding debt owned by the Company or any of it Subsidiaries and by any other Person. (b) Except as set forth in Section 4.7(b) of the Company Disclosure Schedule, each Subsidiary of the Company listed in Section 4.7(a) of the Company Disclosure Schedule has been duly organized, is validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full the corporate power and authority to own 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 registered, qualified or licensed and authorized to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character conduct of the properties owned, leased or operated by it its business or the nature of its business makes properties requires such registration, qualification or licensing necessary authorization, except where the failure to be so qualified or licensed would not have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock equity or other securities participating interests of each such Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and, to the extent owned by the Company as indicated in Section 4.7 of the Company Disclosure Schedule, are owned free and clear of any mortgage, pledge, lien, encumbrance, security interest, claim or equity, except as set forth in Section 4.7 of the Schedule Company Disclosure Schedule. (c) As of Exceptionsthe date hereof, excluding assets acquired as a result of loan foreclosures and receivables on assets acquired as a result of loan foreclosures and except as listed in Section 4.7 or Section 4.17 of the Company Disclosure Schedule, the Company has not made any investments in, and does not own an equity interest in any securities of or other interests in, any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverPerson.

Subsidiaries. (a) The Section 2.3(a) of the Disclosure Schedule lists each entity in which the Company owns any shares of Exceptions sets forth capital stock or any interest in, or controls, directly or indirectly, any other corporation, limited liability company, partnership, association, joint venture or other business entity. (b) Section 2.3(b) of the name and state or jurisdiction of incorporation of Disclosure Schedule lists each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation corporation, limited liability company, partnership, association, joint venture or other business entity of which the Company owns or has owned, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body (each, a “Subsidiary”). (c) Each of the entities listed on Section 2.3(a) of the Disclosure Schedule is in existence and has not taken any steps to wind up or dissolve under the laws of the jurisdiction of its incorporation or organization. (d) Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, . (iie) Each Subsidiary has full the corporate power and authority and all necessary government approvals to own, lease and operate own its properties and assets and to conduct carry on its business as presently currently conducted and as currently contemplated to be conducted. (iiif) Each Subsidiary is duly qualified or licensed to do business and in good standing as a foreign corporation and is in good standing in each jurisdiction where in which the character or location of the its assets or properties (whether owned, leased or operated by it licensed) or the nature of its business makes make such qualification or licensing necessary qualifications necessary, except where the failure to be so qualified or licensed qualify would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available be material to the Company Subsidiary. A true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents correct copy of each of its SubsidiariesSubsidiary’s organizational documents, each as amended to date. Such organizational documents are date and in full force and effecteffect on the date hereof, and no such Subsidiary is in violation of any provision thereinhas been made available to Purchaser. (bg) Section 2.3(g) of the Disclosure Schedule lists the directors and officers of each Subsidiary as of the date of this Agreement. (h) The operations conducted by each Subsidiary have never been conducted under any other name. (i) The Company owns beneficially, directly or indirectly, all of the issued outstanding shares of stock of JOB PARTNERS UK LIMITED and JOB PARTNERS UK LIMITED owns all of the outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such other Subsidiary. All outstanding shares of stock of each Subsidiary is are duly authorized, validly issued, fully paid and nonassessable (non-assessable and not subject to preemptive rights created by statute, the charter documents or bylaws of such Subsidiary, or any Contract to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable legal requirements. There are no options, warrants, calls, rights or Contracts of any character, written or oral, to which any Subsidiary is a party or by which any Subsidiary is bound obligating the foreign equivalent for foreign Subsidiaries) and each Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such share Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right or Contract. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other equity interest owned by similar rights with respect to any of the Subsidiaries. There are no voting trusts, proxies, or other Contracts with respect to the voting of any capital stock of any Subsidiary. No Acquired Company has agreed or is obligated to make any future investment in or capital contribution to any Person, other than agreements between the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other any Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule 3.8(a) of Exceptions the Company Disclosure Schedule sets forth the name a true and state or jurisdiction of incorporation complete list of each Subsidiary of its Subsidiariesthe Company. Each Subsidiary of such Subsidiaries the Company (i) is a corporation or other business entity duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified or in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or any Subsidiary of the Company and (iii) has full all requisite corporate power and authority and all necessary government approvals to own, own or lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where now conducted. There are no restrictions on the character ability of any Subsidiary of the properties ownedCompany to pay dividends or distributions except for restrictions imposed by Applicable Law and except, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregatecase of a Subsidiary that is a regulated entity, a Material Adverse Effect. The Company has furnished for restrictions on dividends or made available distributions generally applicable to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no all such Subsidiary is in violation of any provision thereinregulated entities. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except Other than as set forth in on Schedule 3.8(b) of the Schedule of ExceptionsCompany Disclosure Schedule, does not own an equity interest in any other corporation(i) there are no corporations, partnership or entitypartnerships, other than in such Subsidiaries. Each outstanding share of capital stock limited liability companies, associations or other securities entities in which the Company directly or indirectly owns any equity or other interest, and (ii) all outstanding shares or ownership interests of each such Subsidiary is duly authorized, the Company’s Subsidiaries are validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest solely owned by the Company or one of its Subsidiaries is free and clear of all security interestsany Liens other than Permitted Liens. (c) Other than as contemplated by this Agreement, liensand except as set forth in Schedule 3.8(c) of the Company Disclosure Schedule, claimsneither the Company nor any of its “affiliates” or “associates” (as such terms are defined under the Exchange Act) beneficially owns, pledgesdirectly or indirectly, optionsor is a party to any agreement, rights arrangement or understanding for the purpose of first refusalacquiring, agreementsholding, limitations on the Company's voting or such other Subsidiary's voting rightsdisposing of, charges and other encumbrances any shares of any nature whatsoevercapital stock of Parent.

Subsidiaries. (a) The Schedule Section 6.7(a) of Exceptions the Parent Disclosure Letter sets forth a complete and correct list of each Subsidiary of Parent together with the name and state or jurisdiction of incorporation or formation of each such Subsidiary, the form of its Subsidiaries. Each organization of each such Subsidiaries (i) is a corporation Subsidiary, the authorized and issued capital stock, voting securities or other business entity ownership interests of each such Subsidiary and the name of each holder thereof. (b) Each Subsidiary of Parent has been duly organized, is validly existing and in good standing (except with respect to jurisdictions that do not recognize the concept of good standing) under the laws Laws of the jurisdiction of its organizationincorporation or formation, (ii) and has full corporate power all requisite power, Governmental Authorizations and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now conducted, except where the failure to be in good standing or possess such Governmental Authorizations would not have a Parent Material Adverse Effect. Each such Subsidiary of Parent is duly qualified or licensed to do business as a foreign corporation or other entity to do business, and is in good standing in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed and in good standing would not have, individually or in the aggregate, have a Parent Material Adverse Effect. The Company Parent has furnished or heretofore made available to the Company Oceanbulk Companies true and complete copies of the articles of incorporation, bylaws, certificates of formation, certificate of incorporation, bylaws limited liability company agreement (or comparable organizational documents organization documents, as applicable) of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (bc) The Company owns beneficiallyAll of the outstanding shares of capital stock of, or voting securities of, or other ownership interests in, each Subsidiary of Parent, is owned by Parent directly or indirectly, free and clear of any Liens (other than Parent Permitted Liens). There are no issued, reserved for issuance or outstanding (i) securities of any of Parent’s Subsidiaries convertible into, or exchangeable or exercisable for, shares of capital stock or other voting securities of, or ownership interests in, any Parent Subsidiary, (ii) warrants, calls, options or other rights to acquire from any of Parent’s Subsidiaries, or other obligations of any of Parent’s Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of Parent, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, all of on the issued and outstanding value or price of, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of Parent (the items in clauses (i) through (iii), together with all of the outstanding capital stock of, or other voting securities of, or ownership interests in, each such Subsidiary andof Parent, except being referred to collectively as the “Parent Subsidiary Securities”). Except as set forth in Section 6.7(c) of the Schedule Parent Disclosure Letter, none of Exceptionsthe Subsidiaries of Parent owns, does not own an directly or indirectly, any equity interest or other ownership interests in any Person, except for other corporation, partnership Subsidiaries of Parent as set forth in Section 6.7(a) of the Parent Disclosure Letter. There are no outstanding obligations of Parent or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one any of its Subsidiaries is free and clear to repurchase, redeem or otherwise acquire any of all security intereststhe Parent Subsidiary Securities. Except as set forth in Section 6.7(c) of the Parent Disclosure Letter, liensneither Parent nor the Subsidiaries of Parent are subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's capital contribution or such other Subsidiary's voting rights, charges and other encumbrances of otherwise) in any nature whatsoeverPerson.

Subsidiaries. (ai) The Schedule of Exceptions Company’s Disclosure Letter sets forth with respect to each of the Company’s direct and indirect Subsidiaries its name, its jurisdiction of incorporation, the Company’s percentage ownership, the number of shares of stock or other equity interests owned or controlled by the Company and the name and state or jurisdiction number of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or shares held by any other business entity duly organized, validly existing and in good standing under the laws Person who owns any stock of the jurisdiction of its 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 do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse EffectSubsidiary. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyowns, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other equity ownership interests of each of the Company’s Subsidiaries, free and clear of any Liens. There are no contracts, commitments, agreements or understandings relating to the Company’s right to vote or dispose of any equity securities of its Subsidiaries. The Company’s ownership interest in each such Subsidiary of its Subsidiaries is in compliance with all applicable laws, rules and regulations relating to equity investments by financial holding companies or Connecticut-chartered stock savings banks. (ii) Each of the Company’s Subsidiaries is duly authorizedorganized and validly existing under the laws of its jurisdiction of incorporation, has all requisite power and authority to own, lease and operate its properties and to conduct the business currently being conducted by it and is duly qualified or licensed as a foreign corporation or other entity to transact business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect. (iii) The outstanding shares of capital stock of each of the Company’s Subsidiaries have been validly authorized and are validly issued, fully paid and nonassessable (nonassessable. No shares of capital stock of any Subsidiary of the Company are or the foreign equivalent for foreign Subsidiaries) and each such share may be required to be 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 interest owned 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 securities. (iv) Savings Institute Bank and Trust Company is a Connecticut-chartered stock savings bank. No Subsidiary of the Company, other than Savings Institute Bank and Trust Company, is an “insured depository institution” as defined in the Federal Deposit Insurance Act, as amended, and the applicable regulations thereunder. Savings Institute Bank and Trust Company’s deposits are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law. Savings Institute Bank and Trust Company or one is a member in good standing of its Subsidiaries the FHLB and owns the requisite amount of stock therein. Savings Institute Bank and Trust Company is free and clear a member of all security interests, liens, claims, pledges, options, rights the Federal Reserve Bank of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverBoston.

Subsidiaries. (a) The Schedule 2.3.1 Section 2.3.1 of Exceptions the Disclosure Letter sets forth the name names of the direct and state or jurisdiction indirect Subsidiaries of incorporation of the Company, the jurisdictions in which each of its Subsidiary is organized and the equity ownership thereof. Other than the Company Subsidiaries. , the Company does not own any Equity Interest in any Person. 2.3.2 Each of such Subsidiaries (i) Company Subsidiary has been duly formed and organized and is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organizationformation. 2.3.3 Each Company Subsidiary is duly qualified to transact business in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, (ii) except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect. 2.3.4 Each Company Subsidiary has the full corporate power and authority and all necessary government approvals to own, own or lease and operate its properties and assets now owned, operated or leased by it and to conduct carry on its business as presently currently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. it. 2.3.5 The Company has furnished or made available to the Company true and complete Buyer copies of the certificate of incorporation, bylaws or comparable organizational documents Governing Documents of each of its Subsidiaries, Company Subsidiary and each as amended to date. Such organizational documents are Governing Document is in full force and effect, and no such Company Subsidiary is in violation of any provision thereinterm thereof. (b) 2.3.6 The Company owns beneficiallyholds all of the outstanding Equity Interests of the Company Subsidiaries, directly or indirectly, all free and clear of any Encumbrances other than those imposed by applicable Laws. 2.3.7 All of the issued and outstanding capital stock or other securities Equity Interests of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Company Subsidiaries have been duly authorized, and are validly issued, fully paid or credited as fully paid. 2.3.8 There is no Encumbrance, and nonassessable (there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to any of the foreign equivalent for foreign Equity Interests of the Company Subsidiaries) and each such share , or any un-issued shares in the capital of the Company Subsidiaries. 2.3.9 There are no outstanding Commitments of any kind relating to any Company Subsidiary. 2.3.10 There are no voting agreements, voting trusts, shareholder agreements, revocable or irrevocable proxies or other equity interest owned by agreements or understandings in effect with respect to the voting or transfer of any Equity Interests of the Company Subsidiaries. 2.3.11 There are no outstanding contractual obligations of the Company Subsidiaries to repurchase, redeem or one otherwise acquire any Equity Interests of its Subsidiaries is free and clear the Company Subsidiaries. 2.3.12 None of all security intereststhe Acquired Companies is, liensin relation to any company (other than a Subsidiary), claimsa limited liability partnership or Societas Europaea registered in the UK, pledges, options, rights a registrable relevant legal entity within the meaning of first refusal, agreements, limitations on section 790C of the Company's CA 2006. 2.3.13 No warning notice or such other Subsidiary's voting rights, charges and other encumbrances restrictions notice has been issued under Schedule 1B (Enforcement of disclosure requirements) of the CA 2006 in respect of any nature whatsoevershares or voting rights in, or any right to appoint or remove any member of the board of directors of, any of the Acquired Companies.

Subsidiaries. Each of the Company’s direct and indirect subsidiaries (aeach a “Subsidiary”, and collectively, the “Subsidiaries”) The has been identified on Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesE hereto. Each of such the Subsidiaries (i) has been duly formed, is a corporation or other business entity duly organized, validly existing under the laws of the Cayman Islands, the British Virgin Islands, Singapore, Malaysia, the United States, Hong Kong or the People’s Republic of China (the “PRC”), as the case may be, and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) has full corporate power and authority and all necessary government approvals (corporate or otherwise) to own, lease and operate own its properties and assets property and to conduct its business as presently conducted described in the Registration Statement, the Disclosure Package, the Prospectus, and (iii) is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or its ownership or leasing of property requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to Change on the Company true and complete copies its Subsidiaries, taken as a whole. Except as otherwise disclosed in the Registration Statement, the Disclosure Package, and the Prospectus, all of the certificate equity interests of incorporationeach Subsidiary have been duly and validly authorized and issued, bylaws are owned or comparable controlled directly or indirectly by the Company, are fully paid in accordance with its articles of association, memorandum of association or charter documents, as amended and restated from time to time and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All the constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, and the Company has no such Subsidiary is in violation of direct or indirect subsidiaries or any provision therein. (b) The other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company owns beneficially, does not directly or indirectly, all indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the issued and outstanding capital stock or other securities Company on the consolidated financial statements of each such Subsidiary andthe Company, except as set forth in the Schedule regardless of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by whether the Company directly or one indirectly owns less than a majority of its Subsidiaries is free and clear the equity interests of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverperson.

Subsidiaries. (a) The Section 3.3 of the Company Disclosure Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries forth: (i) the name of each Subsidiary; (ii) the number and type of outstanding equity securities of each Subsidiary and a list of the holders thereof; (iii) the jurisdiction of organization of each Subsidiary; (iv) the names of the officers and directors of each Subsidiary; and (v) the jurisdictions in which each Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. (b) Each Subsidiary is a corporation or other business entity duly organized, validly existing and in corporate and Tax good standing under the laws Laws of the jurisdiction of its 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) incorporation. Each Subsidiary is duly qualified or licensed to do conduct business as a foreign corporation and is in corporate and Tax good standing in under the Laws of each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business makes businesses or the ownership or leasing of its properties requires such qualification or licensing necessary qualification, except where failure for such failures to be so qualified or licensed would not havein good standing that, individually or in the aggregate, have not had, and are not reasonably likely to result in, the loss of a Material Adverse Effectmaterial benefit to, or in the creation of any material liability for, the Company. Each 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 furnished or made available delivered to the Company true Buyer complete and complete accurate copies of the certificate of incorporation, bylaws or comparable organizational documents Organizational Documents of each of its Subsidiaries, each as amended to dateSubsidiary. Such organizational documents are in full force and effect, and no such No Subsidiary is in default under or in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of its Organizational Documents. All of the issued and outstanding shares in the capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is are duly authorized, validly issued, fully paid paid, non-assessable and nonassessable (free of preemptive rights. All shares of each Subsidiary that are held of record or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned beneficially by either the Company or one of its Subsidiaries is any Subsidiary are held or owned free and clear of all security interests, liensany restrictions on transfer (other than restrictions under applicable securities Laws), claims, pledgesLiens, options, rights of first refusalwarrants, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges contracts, calls, commitments, equities and other encumbrances demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any nature whatsoevershares in the capital of any Subsidiary. There are no forms of equity or equity-based compensation or similar rights with respect to any Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any shares in the capital of any Subsidiary. (c) The Company does not own or control directly or indirectly or have any direct or indirect equity participation or similar interest in, or any obligation to providing funding to, any corporation, partnership, limited liability company, joint venture, trust or other business association or entity that is not a Subsidiary.

Subsidiaries. (a) The Schedule of Exceptions 4.5 sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesSubsidiary and, with respect to each such listed Subsidiary, the jurisdiction in which it is organized, and the jurisdictions, if any, in which it is qualified to do business. Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction Laws of its organizationjurisdiction and is duly qualified or authorized to do business as a foreign entity and is in good standing under the Laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, (ii) except where the failure to be so qualified, authorized or in good standing would not be materially adverse to the Company and the Subsidiaries. Each Subsidiary has full corporate all requisite power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effectnow conducted. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities equity interests of each such the Subsidiaries (the “Subsidiary and, except Interests”) are held beneficially and of record by the Company as set forth in the on Schedule 4.5, free and clear of Exceptions, does not own an equity interest in any other corporation, partnership or entity, and all Liens other than restrictions imposed thereon by applicable securities Laws and any Liens securing the Company Indebtedness (which Liens shall be subject to pending Lien releases as of the Closing). None of the issued Subsidiary Interests were issued in such Subsidiaries. Each outstanding share violation of capital stock any purchase or other securities call option, right of each such Subsidiary is first refusal, subscription right, preemptive right or any similar rights, and are otherwise duly authorized, validly issued, fully paid and nonassessable (non-assessable. There is no existing option, warrant, call, right or Contract requiring, and there are no convertible securities of any Subsidiary outstanding which upon conversion would require, the foreign equivalent for foreign Subsidiaries) and each such share issuance of any other equity interests of any Subsidiary or other securities convertible into equity interest owned by interests of any Subsidiary. Except as set forth on Schedule 4.5, neither the Company or one nor any of its Subsidiaries is free owns, directly or indirectly, any equity securities of any Person other than the Subsidiaries. The Buyer has been furnished with true, correct and clear complete copies of all security interests, liens, claims, pledges, options, rights the Organizational Documents of first refusal, agreements, limitations each Subsidiary as amended and in effect on the Company's or such other Subsidiary's voting rights, charges date of this Agreement and other encumbrances no Subsidiary is in breach of any nature whatsoeverof its Organizational Documents.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Company is a corporation or other business entity duly incorporated, formed or organized, validly existing and in good standing (except to the extent such concept is not applicable under Applicable Law of such Subsidiary’s jurisdiction of incorporation, formation or organization, as applicable) under the laws of the its jurisdiction of its organizationincorporation, (ii) formation or organization and has full all corporate power or other organizational powers and authority and all necessary government approvals authority, as applicable, required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except as has not had and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company Each such Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where such qualification and/or standing is necessary, except for those jurisdictions where failure to be so qualified or in good standing has furnished not had and would not reasonably be expected to have, individually or made available to in the aggregate, a Material Adverse Effect. None of the Company’s “significant subsidiaries” as of the date hereof, as such term is defined in Regulation S-X promulgated by the SEC, as identified in Section 4.06 of the Company true and complete copies Disclosure Schedule (the “Company Material Subsidiaries”), is in material violation of the any of its articles of association, certificate of incorporation, bylaws bylaws, limited partnership agreement, limited liability company agreement or comparable constituent, constitutional or organizational documents of documents, in each of its Subsidiaries, each case as amended to dateand in effect as of the date hereof. Such organizational documents are The Company Material Subsidiaries identified in full force and effectSection 4.06 of the Company Disclosure Schedule include each “significant subsidiary,” as such term is defined in Regulation S-X promulgated by the SEC, and no such Subsidiary is in violation of any provision thereinthe Company as of the date hereof. (b) The All of the issued and outstanding share capital or other Equity Securities of each Subsidiary of the Company owns beneficiallyhave been validly issued and are fully paid or credited as fully paid and nonassessable (except to the extent such concepts are not applicable under Applicable Law of such Subsidiary’s jurisdiction of incorporation, formation or organization, as applicable) and are owned by the Company, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, optionsany Lien (other than transfer restrictions arising under securities laws or under the organizational documents of such Subsidiary) and have not been issued in violation of any preemptive rights, rights of first refusal, agreementssubscription rights or similar rights of any Person. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, limitations on redeem or otherwise acquire any Equity Securities of any Subsidiary of the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule Section 3.6(a) of Exceptions sets forth the name Company Disclosure Letter contains a complete and state or accurate list as of the date hereof of each Subsidiary of the Company and the jurisdiction of incorporation organization thereof. Except for the Company’s Subsidiaries and marketable securities held for passive investment or cash management purposes maintained in the ordinary course of each business (which holdings do not represent a material amount of securities of, or other material voting or material equity interest in any Person), the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interest in, any Person (or any security or other right, agreement or commitment convertible into or exercisable or exchangeable for, any equity or voting interest in any Person). Neither the Company nor any of its SubsidiariesSubsidiaries has any obligation to acquire any equity or voting interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person. No Subsidiary of the Company is in violation of its charter, bylaws or other similar organizational documents. (b) Each of such the Company’s Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws Applicable Laws of the jurisdiction of its organization, respective organization (ii) to the extent the “good standing” concept is applicable). Each of the Company’s Subsidiaries has full corporate the requisite power and authority to carry on its respective business as it is presently being conducted and all necessary government approvals to own, lease and or operate its respective properties and assets and to conduct its business as presently conducted and (iii) assets. Each of the Company’s Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary (to the extent the “good standing” concept is applicable), except where the failure to be so qualified or licensed in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished delivered or made available to the Company true Parent complete and complete correct copies of the certificate certificates of incorporationincorporation and bylaws (or equivalent organizational documents), bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents , of the Company’s Subsidiaries. (c) All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company (i) have been duly authorized, validly issued and are in full force fully paid and effect, nonassessable (and no such Subsidiary is shares of capital stock or any other equity or voting interest have been issued in violation of any provision therein. preemptive or similar rights) and (bii) The Company owns beneficiallyare owned, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is Company, free and clear of all security interestsLiens and free of any other restriction (including any restriction on the right to vote, lienssell or otherwise dispose of such capital stock or other equity or voting interest) other than Permitted Liens. (d) There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, claimsor other equity or voting interest in, pledgesany Subsidiary of the Company, (ii) options, stock appreciation rights, warrants, restricted stock units, rights or other commitments or agreements to acquire from the Company or any of first refusalits Subsidiaries, agreementsor that obligate the Company or any of its Subsidiaries to issue, limitations any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iii) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company, (iv) outstanding restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide Table of Contents economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of the Subsidiaries of the Company's , being referred to collectively as “Subsidiary Securities”) (v) voting trusts, proxies, voting agreements or such other Subsidiary's similar arrangements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting rights, charges and other encumbrances of any nature whatsoevershares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (vi) obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company to which any Subsidiary of the Company is a party or by which it is bound, or (vii) other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Subsidiary Securities. There are no Contracts of any kind that obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries the Company’s “subsidiaries” (ifor purposes of this Agreement, as defined in Rule 405 under the Securities Act) is a corporation has been duly incorporated or other business entity duly organized, as the case may be, and is validly existing and as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its organization, incorporation or organization (iito the extent the concept of good standing is applicable in such jurisdiction) and has full corporate the power and authority and all necessary government approvals (corporate or other) to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement, the Time of Sale Prospectus and (iii) the Prospectus. Each of the Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction where (to the character extent the concept of good standing is applicable in such jurisdiction) in which such qualification is required, whether by reason of the properties owned, leased ownership or operated by it leasing of property or the nature conduct of business. All of the issued and outstanding share capital or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid (to the extent they have become due and payable) in accordance with its business makes respective articles of association in effect as of the date hereof and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding share capital or other equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effectsubsidiary. The Company has furnished constitutive or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full corporate the requisite organizational power and authority and all necessary government approvals authorizations from Governmental Authorities to (i) own, lease and operate its properties and assets and properties, (ii) perform its obligations under all Contracts to conduct its business as presently conducted which it is a party, and (iii) carry on its business as it now being conducted, except for such failures to be so qualified or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Property Material Adverse Effect. Each Subsidiary is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in each jurisdiction where the character of the properties owned, operated or leased or operated by it or the nature of its business makes such qualification qualification, licensing or licensing necessary good standing necessary, except where failure for such failures to be so qualified qualified, licensed or licensed would not havein good standing that, individually or in the aggregate, would not reasonably be expected to have a Property Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies Section 4.2 of the certificate of incorporation, bylaws or comparable organizational documents Paladin Disclosure Schedule sets forth the name and ownership structure of each of its the Subsidiaries, including the percent ownership of each party owning an interest in each JV Subsidiary and a detailed summary of the cumulative unpaid preferred return and unrecovered contribution account as amended of the end of the most recent month prior to datethe date hereof for each party owning an interest in each JV Subsidiary (the “JV Preferred Return”). Such organizational documents are in full force and effectPrior to the 15th of each month following the date hereof until the Closing Date, and no such Subsidiary is in violation Paladin shall provide Parent with an updated Section 4.2 of any provision therein. (b) The Company owns beneficiallythe Paladin Disclosure Schedule setting forth the JV Preferred Return as of the preceding month. Except as set forth on Section 4.2 of the Paladin Disclosure Schedule, none of the Subsidiaries owns, directly or indirectly, all of the issued and outstanding any capital stock stock, membership interest, partnership interest, joint venture interest or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest Equity Interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverPerson.

Subsidiaries. (a) The Section 3.03(a) of the Company Disclosure Schedule of Exceptions sets forth a true, complete and correct list of all Subsidiaries, listing for each Subsidiary its name, type of entity, the name jurisdiction and state or jurisdiction of incorporation of each date of its Subsidiaries. Each incorporation or organization, its authorized capital stock, partnership capital or equivalent, the number and type of its issued and outstanding shares of capital stock, partnership interests or similar ownership interests and the current ownership of such Subsidiaries shares, partnership interests or similar ownership interests. (b) Other than the Subsidiaries, the Company does not own, beneficially or of record, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same in any person. Other than the Subsidiaries, the Company is not a member of, nor is any part of the Business conducted through, any partnership. Except as set forth in Section 3.03(b) of the Company Disclosure Schedule, the Company is not a participant in any joint venture or similar arrangement. (c) Each Subsidiary (i) is a corporation or other business entity duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) has full corporate all necessary power and authority and all necessary government approvals to own, operate or lease and operate its the properties and assets owned, operated or leased by such Subsidiary and to conduct carry on its business as presently it has been and is currently conducted by such Subsidiary and (iii) is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of in which the properties owned, owned or leased or operated by it or the nature operation of its business makes such licensing or qualification or licensing necessary necessary, except where the failure to be so duly licensed or qualified or licensed and in good standing would not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (bd) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding shares of capital stock or other securities of each such Subsidiary that is a corporation are validly issued, fully paid, nonassessable and, except as set forth in Section 3.03(d) of the Schedule of ExceptionsCompany Disclosure Schedule, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest are owned by the Company Company, whether directly or one of its Subsidiaries is indirectly, free and clear of all security interestsEncumbrances and, liensexcept with respect to wholly owned Subsidiaries, claims, pledges, are free of preemptive rights. (e) There are no options, rights of first refusalwarrants, convertible securities, or other rights, agreements, limitations arrangements or commitments of any character to which the Company or any Subsidiary is a party relating to the capital stock of any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or any other interest in, any Subsidiary. (f) All actions taken by each Subsidiary have been duly authorized and no Subsidiary has taken any action that in any respect conflicts with, constitutes a default under or results in a violation of any provision of its charter or bylaws (or similar organizational documents). True, complete and correct copies of the charter and bylaws (or similar organizational documents), in each case as in effect on the Company's date hereof, of each Subsidiary have been delivered by the Company to Nu Skin. (g) Except as set forth in Section 3.03(g) of the Company Disclosure Schedule, no Subsidiary is a member of, nor is any part of its business conducted through, any partnership, nor is any Subsidiary a participant in any joint venture or such similar arrangement. (h) Except as set forth in Section 3.03(h) of the Company Disclosure Schedule, there are no voting trusts, stockholder agreements, proxies or other Subsidiary's agreements or understandings in effect to which the Company or any Subsidiary is a party or of which the Company or any Subsidiary has knowledge with respect to the voting rights, charges and other encumbrances or transfer of any nature whatsoevershares of capital stock of or any other interests in any Subsidiary. (i) The stock register of each Subsidiary accurately records (i) the name of each registered owner of shares of capital stock of such Subsidiary and (ii) the certificate number of each certificate evidencing shares of capital stock issued by such Subsidiary, the number of shares evidenced each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation.

Subsidiaries. Part I of Schedule 5.08 (aas such Schedule may be supplemented by a writing delivered by the Borrower to the Bank from time to time after the Effective Date) The hereto lists each Subsidiary of the Borrower (and the direct and indirect ownership interests of the Borrower therein), in each case existing on the Effective Date. Except as set forth on Part I of such Schedule 5.08, each such Subsidiary existing on the date hereof is, and in the case of Exceptions sets forth any additional corporate Subsidiaries formed after the name and state or jurisdiction of incorporation of Effective Date each of its Subsidiaries. Each of such additional corporate Subsidiaries (i) will be at each time that this representation is made or deemed to be made after the Effective Date, a Wholly-Owned Subsidiary that is a corporation or other business entity duly organizedincorporated, validly existing and and, to the extent relevant in such jurisdiction, in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) and has full all corporate power and authority powers and all necessary government approvals material Governmental Approvals required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and now conducted. Except as listed on Part II of Schedule 5.08 (iii) is duly qualified or licensed as such Schedule may be supplemented by a writing delivered by the Borrower to do business as a foreign corporation and is in good standing in each jurisdiction where the character of Bank from time to time after the properties ownedEffective Date), leased or operated by it or neither the nature Borrower nor any of its business makes such qualification Subsidiaries are engaged in any joint venture or licensing necessary except where failure to be so qualified partnership with any other Person. All outstanding shares, member interests or licensed would not haveequivalent equity interests, individually or in the aggregateas applicable, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force Subsidiary (i) that is a Domestic Subsidiary have been duly authorized and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the validly issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, are fully paid and nonassessable and (or ii) that is a Foreign Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable to the foreign equivalent for foreign Subsidiaries) and each extent such share or other equity interest owned concepts are applicable under the laws of such Foreign Subsidiary's jurisdiction of formation. Except as listed on Part III of Schedule 5.08 (as such Schedule may be supplemented by a writing delivered by the Company or one Borrower to the Bank from time to time after the Effective Date), as of its Subsidiaries is free and clear of all security interestsMay 31, liens2002, claimsthere are no outstanding stock purchase warrants, pledgessubscriptions, options, securities, instruments or other rights of first refusal, agreements, limitations on the Company's any type or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of capital stock of the Borrower or any of its Subsidiaries.

Subsidiaries. (a) The Schedule of Exceptions Except to the extent contemplated by the Pre-Closing Reorganization, the Company Disclosure Letter sets forth the name following information with respect to each subsidiary of the Company (other than any inactive subsidiary or any subsidiary whose assets or revenues constitute 5% or less of the consolidated assets or consolidated revenue, as applicable, of the Company and state or jurisdiction of incorporation of each of its subsidiaries) (the “Principal Subsidiaries. Each of such Subsidiaries ”) and with respect to ACN: (i) its name; (ii) as of the date hereof, the number, type and principal amount, as applicable, of its outstanding equity securities and a list of registered holders thereof; and (iii) its jurisdiction of organization or governance. ACN and each subsidiary of the Company is a corporation corporation, limited liability company, partnership, trust or other business entity limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organizationincorporation, (ii) organization or formation, as the case may be, and has full corporate all requisite corporate, trust or partnership power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction now being conducted, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified organized, validly existing or licensed in good standing, or to have such power or authority, would not havenot, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyis, directly or indirectly, the record and beneficial owner of all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities equity interests of each of the subsidiaries and of ACN, free and clear of any Liens other than Liens securing indebtedness under the Senior Credit Facility. All of such Subsidiary is duly authorized, shares and other equity interests so owned directly or indirectly by the Company are validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each no such share shares or other equity interest interests have been issued in violation of any preemptive or similar rights). As of the date hereof, except for the equity interests owned by the Company or one by any subsidiary of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's , directly or such other Subsidiary's voting rightsindirectly, charges and other encumbrances in any subsidiary of the Company, neither the Company nor any subsidiary of the Company owns, beneficially or of record, any equity interest of any nature whatsoeverkind in any other person.

Subsidiaries. The Company has no “subsidiaries” (aas such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act) The Schedule of Exceptions sets forth other than Anworth Properties, Inc., a Maryland corporation, and Anworth Properties Services, Inc., a Delaware corporation (each a “Subsidiary” and, collectively, the name and state or jurisdiction of incorporation of each of its “Subsidiaries”). Each of such Subsidiaries (i) Subsidiary has been duly incorporated and is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organizationjurisdiction, (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 do business as a foreign corporation and is in good standing in each jurisdiction where the character jurisdiction, in which its ownership or lease of the properties owned, leased property or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessary qualification, except where the failure to be so qualified or licensed qualify would not havehave a Material Adverse Effect, and has full power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in which it is engaged and as described in the Registration Statement and the Prospectus. Except as would not have a Material Adverse Effect, each of the Subsidiaries is in compliance in all material respects with the laws, orders, rules, regulations and directives applicable to it. Other than the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity. All of the outstanding equity of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are wholly owned by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or other equity or adverse claims. The Company directly owns 100% of each subsidiary. No options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or ownership interests in the Subsidiaries are outstanding. None of the Subsidiaries, individually or in the aggregate, a Material Adverse Effect. The Company has furnished own any assets individually or made available in the aggregate, that are material to the Company true and complete copies Company. None of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly individually or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptionsaggregate, does not own an equity interest have incurred any liabilities, individually or in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on aggregate that are material to the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.