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 All the outstanding shares of Exceptions sets forth the name and state capital stock of, or jurisdiction of incorporation of other ownership interests in, each of its Subsidiariesthe Company's subsidiaries have been validly issued and are fully paid and nonassessable and such shares (other than directors' qualifying shares and similar interests) are owned directly or indirectly by the Company, free and clear of all Liens. Except for the capital stock of the Company's subsidiaries and except as set forth in Section 4.3 of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, limited liability company, joint venture or other entity. Each of such Subsidiaries (i) the Company's subsidiaries that is a corporation or other business entity is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation. Each of the Company's subsidiaries that is a partnership or a limited liability company is duly formed and validly existing under the Laws of its jurisdiction of its organization, (ii) formation. Each of the Company's subsidiaries 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 (iii) proposed to be conducted. Each the Company's subsidiaries 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 Company has furnished or made available to the Company true and complete copies Each of the certificate of incorporationCompany's subsidiaries that is a partnership is duly qualified as a foreign partnership authorized to do business, bylaws or comparable organizational documents of and is in good standing, in each jurisdiction where the character of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no properties owned or held under lease or the nature of its activities makes 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 andqualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Company Material Adverse Effect. Except as set forth in the Schedule of ExceptionsSection 4.2 hereof, does not own an equity interest in any other corporationthere are no outstanding options, partnership or entitywarrants, other than in such Subsidiaries. Each outstanding share of capital stock subscriptions, calls, rights, convertible securities or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (agreements or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by commitments obligating the Company or one any of its Subsidiaries is free and clear subsidiaries to issue, transfer or sell any securities of all security interestsany Company subsidiary. There are no voting, liens, claims, pledges, options, rights stockholder or other agreements or understandings to which the Company or any of first refusal, agreements, limitations on the Company's subsidiaries is a party or such other Subsidiaryis bound with respect to the voting of the capital stock of the Company or any of the Company's voting rights, charges and other encumbrances of any nature whatsoeversubsidiaries.

Subsidiaries. (a) The Schedule 3.06 lists each of Exceptions sets forth the name Company's subsidiaries and state or the jurisdiction of incorporation and organization of each of its SubsidiariesSubsidiary. Each of such Subsidiaries (i) Company 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 material governmental licenses, authorizations, consents and approvals required 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 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 Effect. The All Company has furnished or made available to the Company true Subsidiaries and complete copies their respective jurisdictions of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents incorporation are in full force and effect, and no such Subsidiary is in violation of any provision thereinidentified on Schedule 3.06(a). (b) The Except as set forth in Schedule 3.06(b) or as disclosed in the SEC Reports, all of the outstanding capital stock of, or other ownership interests in, each Company owns beneficiallySubsidiary, is 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 ownership interests). There are no outstanding (i) securities of each such the Company or any Company Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership convertible into or entity, other than in such Subsidiaries. Each outstanding share exchangeable for shares of capital stock or other voting securities of each such Subsidiary is duly authorizedor ownership interests in any Company Subsidiary, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiariesii) and each such share options or other equity interest owned by rights to acquire from the Company or one any Company Subsidiary, and no other obligation of its Subsidiaries is free and clear of all security intereststhe Company or any Company Subsidiary to issue, liensany capital stock, claimsvoting securities or other ownership interests in, pledgesor any securities convertible into or exchangeable for any capital stock, optionsvoting securities or ownership interests in, any Company Subsidiary or (iii) stock appreciation rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances similar rights with respect to any securities of any nature whatsoeverCompany Subsidiary (the items in clauses 3.06(b)(i), 3.06(b)(ii) and 3.06(b)(iii) being referred to collectively as the ("Company Subsidiary Securities"). There are no outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any outstanding 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 the Subsidiaries (i) 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, the Pricing Disclosure Package and (iii) the Prospectus. Each of the Company’s Subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership limited liability company or similar corporate 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 be so qualified or licensed in good standing would not havereasonably be expected, individually or in the aggregate, to have a Material Adverse EffectChange. 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 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 equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such Subsidiary. 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 beneficiallydoes not own or control, directly or indirectly, all of the issued and outstanding capital stock any corporation, association or other securities of each such Subsidiary and, except as entity other than the Subsidiaries set forth in Exhibit 21.1 to 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 whatsoeverRegistration Statement.

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. 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. 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 Hong Kong 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 memorandum and articles of association or charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims. 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. (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 company duly organized, validly existing and in good standing under and by virtue of the laws Laws of the jurisdiction of its organization, (ii) formation set forth by its name on Schedule 4.9. Each Subsidiary has full corporate all power and authority authority, corporate and otherwise, and all necessary government governmental licenses, Permits, authorizations, consents and approvals required to own, lease own and operate its properties and assets and to conduct its business carry on the 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 proposed to be so qualified or licensed conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Other than as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Adverse, Effect. The Company has furnished or made available , (i) no Subsidiary is qualified to do business as a foreign entity in any jurisdiction, except as set forth by its name on Schedule 4.9, and there is no other jurisdiction in which the Company true and complete copies character of the certificate of incorporation, bylaws property owned or comparable organizational documents of each leased by any Subsidiary or the nature of its Subsidiaries, each as amended to date. Such organizational documents are activities make qualification of such Subsidiary in full force and effectany such jurisdiction necessary, and no such (ii) each Subsidiary is in violation of any provision thereinhas offices located only at the addresses set forth by its name on Schedule 4.9. (b) The Company owns beneficially, directly or indirectly, all HK Holdings is the legal and beneficial owner of one hundred percent (100%) of the issued and outstanding capital stock or other securities equity interests of each such Subsidiary andWFOE. Except for the pledge of the shares of (a) the China Dealer made to SWFOE and (b) Qianxiang Changda made to the SWFOE, except as set forth in pursuant to the Schedule of ExceptionsVIE Contracts there are no outstanding options, does not own an equity interest in any other corporationwarrants, partnership or entityrights (including conversion rights, 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, optionspreemptive rights, rights of first refusalrefusal or similar rights) or agreements to purchase or acquire any equity interest, agreementsor any securities convertible into or exchangeable for an equity interest, limitations of either WFOE. The VIE Contracts which are set forth on Schedule 4.9(b) pursuant to which the profits of China Dealer are paid to SWFOE and China Dealer are contractually controlled by SWFOE. BWFOE is not a party to any variable interest entity contracts with China Dealer or any other Person, and does not otherwise conduct its business through China Dealer or any entity. (c) The capital and organizational structure of each Subsidiary organized or registered in the PRC (each, a “PRC Target Company's or such ”) are valid and in compliance with the applicable PRC Laws, other Subsidiary's voting rightsthan as would not reasonably be expected to have a Company Material Adverse Effect. The registered capital of each PRC Target Company has been fully paid up in accordance with the schedule of payment stipulated in its articles of association, charges approval documents, certificates of approval and legal person business license (collectively, the “PRC Establishment Documents”) and in compliance with applicable PRC Laws, and there is no outstanding capital contribution commitment, other encumbrances than as disclosed in Schedule 4.9(c). The PRC Establishment Documents of any nature whatsoevereach PRC Target Company have been duly approved and filed in accordance with the laws of the PRC and are valid and enforceable. The business scope specified in the PRC Establishment Documents of the PRC Target Companies complies in all material respects with the requirements of all applicable PRC Laws, and the operation and conduct of business by, and the term of operation of the PRC Target Companies in accordance with the PRC Establishment Documents are in compliance with applicable PRC Laws.

Subsidiaries. Each Subsidiary (aincluding, without limitation, Holdings LLC) The Schedule of Exceptions sets forth the name has been duly incorporated or organized 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 incorporation or organization, (ii) has full corporate with power and authority and all necessary government approvals (corporate or other) to own, lease and operate own its properties and assets and to conduct its business as presently conducted described in the Registration Statement, the General Disclosure Package and (iii) the Prospectus; and each Subsidiary is duly qualified or licensed to do business as a foreign corporation and is or organization in good standing in each jurisdiction where the character all other jurisdictions in which its ownership or lease of the properties owned, leased or operated by it property 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 would not havenot, individually or in the aggregate, 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 stock, partnership interests or other securities membership interests of each such Subsidiary andSubsidiary, except as set forth in including the Schedule outstanding LTIP Units of Exceptionsthe Operating Partnership, 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 has been duly authorized and validly issued and is duly authorized, validly issued, fully paid and nonassessable (except with respect to future contributions as provided in the operating agreement or limited partnership agreement (or similar organizational document) of the foreign equivalent for foreign Subsidiaries) applicable Subsidiary made subsequent to the date hereof); and each such share the capital stock, membership interest, limited partnership interest or other equity interest owned of each Subsidiary held by the Company Transaction Entities or one of its Subsidiaries a Subsidiary, as applicable, is held as set forth on Schedule E hereto. The Transaction Entities, directly or indirectly through their respective Subsidiaries, hold good and marketable title to their equity interests in their respective Subsidiaries, in each case free and clear of all any lien, encumbrance or security interestsinterest, liensexcept as described in the Registration Statement, claimsthe General Disclosure Package and the Prospectus, pledgessubject only to restrictions on transfer imposed under applicable U.S. federal and state securities laws and the limited liability company agreement, optionslimited partnership agreement or other organizational document of each Subsidiary; and have not conveyed, transferred, assigned, pledged or hypothecated any of their respective equity interests in their Subsidiaries, in whole or in part, or granted any rights, options or rights of first refusal, agreements, limitations on the Company's refusal or first offer to purchase any of such other Subsidiary's voting rights, charges and other encumbrances of interests or any nature whatsoeverportion thereof.

Subsidiaries. (a) The Schedule Section 4.02(a) of Exceptions the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the name and state or Company, including its jurisdiction of incorporation of each of its Subsidiariesor formation. Each of such the Company’s Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing (to the extent such legal concept exists) under the laws Laws of the its jurisdiction of its organization, (ii) organization and has full all requisite corporate or other applicable entity 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 Effectconducted. The Company has furnished or made available to Parent (i) a true and complete list, with respect to the Company and each of its Subsidiaries, of such entity’s officers and directors (or individuals with equivalent responsibilities) and (ii) true and complete copies of the certificate of incorporation, incorporation and bylaws (or comparable organizational documents documents) of each of its Subsidiaries, in each case as amended in effect on the date hereof. Except for the capital stock of, or other equity or ownership interests in, its Subsidiaries, the Company does not own, directly or indirectly, any shares, membership interest, partnership interest, joint venture interest, or other equity, voting or ownership interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it under any current or prospective obligation to date. Such organizational documents are in full force and effectform or participate in, and no such Subsidiary is in violation of make any provision thereinloan, capital contribution, guarantee, credit enhancement or other investment in, any person. (b) The All the outstanding shares of capital stock of, or other equity or ownership interests in, each Subsidiary of the Company owns beneficiallywere validly issued and fully paid and nonassessable and are owned, directly or indirectly, by the Company free and clear of all pledges, liens, charges, mortgages, encumbrances or security interests of the issued and outstanding capital stock any kind or other securities of each such Subsidiary andnature whatsoever (collectively, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity“Liens”), other than in such SubsidiariesPermitted Liens. Each There are no issued or outstanding share (i) securities of the Company convertible into, or exchangeable for, shares of capital stock or other voting securities of each such Subsidiary is duly authorizedof, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by ownership interests in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or one any of its Subsidiaries, or any Contracts to which the Company or any of its Subsidiaries is free and clear a party or by which any of all security intereststhem is bound obligating the Company or such Subsidiary, liensas applicable, claimsto issue, pledgesany shares of capital stock or other voting securities of, optionsor other equity or ownership interests in, rights or any securities convertible into, or exchangeable for, any shares of first refusalcapital stock or other voting securities of, agreementsor other equity or ownership interests in, limitations any Subsidiary of the Company, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock or other voting securities of, or other ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii), together with any shares of capital stock or other voting securities of, or other equity or ownership interests in, any Subsidiary of the Company's , being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or such other Subsidiary's voting rightsany of its Subsidiaries to repurchase, charges and other encumbrances of redeem or otherwise acquire any nature whatsoeverCompany Subsidiary Securities.

Subsidiaries. (ai) The Schedule of Exceptions MSB’s Disclosure Letter sets forth with respect to each of MSB’s Subsidiaries its name, its jurisdiction of incorporation, MSB’s percentage ownership, the number of shares of stock owned or controlled by MSB and the name and state or jurisdiction number of incorporation shares held by any other person who owns any stock of the Subsidiary. MSB owns of record and beneficially all the capital stock of each of its Subsidiaries free and clear of any Liens. There are no contracts, commitments, agreements or understandings relating to MSB’s right to vote or dispose of any equity securities of its Subsidiaries. MSB’s ownership interest in each of its Subsidiaries is in compliance with all applicable laws, rules and regulations relating to equity investments by savings and loan holding companies or federally chartered savings associations. (ii) Each of such MSB’s Subsidiaries (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 organizationincorporation, (ii) 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 its the business as presently currently being conducted by it and (iii) is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each jurisdiction where in which the character of the properties owned, owned or 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 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 Effect on such Subsidiary is in violation of any provision thereinSubsidiary. (biii) 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 shares of capital stock or other securities of each such Subsidiary is duly authorized, have been validly authorized and are validly issued, fully paid and nonassessable (nonassessable. No shares of capital stock of any Subsidiary of MSB 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) No Subsidiary of MSB other than M▇▇▇▇▇▇▇ Savings Bank is an “insured depository institution” as defined in the FDIA and the applicable regulations thereunder. M▇▇▇▇▇▇▇ Savings Bank is a qualified thrift lender pursuant to Section 10(m) of the HOLA and its deposits are insured by the Company or one FDIC through the Savings Association Insurance Fund to the fullest extent permitted by law. M▇▇▇▇▇▇▇ Savings Bank is a member in good standing of its Subsidiaries is free and clear the Federal Home Loan Bank 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 whatsoeverIndianapolis.

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 Restatement 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 Restatement Date. Each As of the Restatement 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 Subsidiaries of the Company as of the date hereof are set forth on Schedule 5.02, including a description, in each case as of Exceptions sets forth the name date hereof, of the capitalization of each such Subsidiary and state the names of the record owners of all securities and other equity interests in each Subsidiary. Each Subsidiary has been duly formed or organized and is validly existing under the Laws of its jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity duly organized, validly existing organization and in good standing under has the laws of the jurisdiction of its organization, (ii) has full corporate organizational power and authority and all necessary government approvals to own, lease and operate its assets and properties and assets and to conduct its business as presently conducted and (iii) it is duly qualified or licensed to do business as a foreign corporation and is in good standing now being conducted, in each jurisdiction case, 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 to have such power and authority would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Subsidiary is duly licensed or qualified and in good standing as a foreign corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not, individually or in the aggregate, 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, incorporation and bylaws (or comparable analogous organizational documents documents) of each of its Subsidiariesthe Company’s Subsidiaries previously made available by the Company to Parent are true, each as amended to date. Such organizational documents correct and complete and are in full force and effect, and no such Subsidiary is in violation effect as of any provision thereinthe date of this Agreement. (b) The Company owns beneficially, directly or indirectly, all As of the issued and outstanding date hereof, except for the Company’s or any of its Subsidiaries’ ownership interest in such Subsidiaries, neither the Company nor its Subsidiaries own any capital stock or any other equity interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares 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 whatsoeverPerson.

Subsidiaries. (ai) The Schedule of Exceptions CNB Financial’s Disclosure Letter sets forth with respect to each of CNB Financial’s Subsidiaries its name, its jurisdiction of incorporation, CNB Financial’s percentage ownership, the number of shares of stock owned or controlled by CNB Financial and the name and state or jurisdiction number of incorporation shares held by any other person who owns any stock of the Subsidiary. CNB Financial owns of record and beneficially all the capital stock of each of its Subsidiaries free and clear of any Liens. There are no contracts, commitments, agreements or understandings relating to CNB Financial’s right to vote or dispose of any equity securities of its Subsidiaries. CNB Financial’s ownership interest in each of its Subsidiaries is in compliance with all applicable laws, rules and regulations relating to equity investments by bank holding companies or national banking associations. (ii) Each of such CNB Financial’s Subsidiaries (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 organizationincorporation, (ii) 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 its the business as presently currently being conducted by it and (iii) is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each jurisdiction where in which the character of the properties owned, owned or 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 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 Effect on such Subsidiary is in violation of any provision thereinSubsidiary. (biii) 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 shares of capital stock or other securities of each such Subsidiary is duly authorized, have been validly authorized and are validly issued, fully paid and nonassessable (nonassessable. No shares of capital stock of any Subsidiary of CNB Financial 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) No Subsidiary of CNB Financial other than Commonwealth National Bank is an “insured depository institution” as defined in the Federal Deposit Insurance Act, as amended, and the applicable regulations thereunder. Commonwealth National Bank’s deposits are insured by the Company or one FDIC to the fullest extent permitted by law. Commonwealth National Bank is a member in good standing of its Subsidiaries is free the Federal Home Loan Bank of Boston. Commonwealth National Bank engages only in activities (and clear holds properties only of all security interests, liens, claims, pledges, options, rights the types) permitted by the National Bank Act and the rules and regulations of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverOCC promulgated thereunder.

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 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 organizedincorporated, 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 to own and all necessary government approvals to own, lease and operate use its properties and assets and to conduct carry on its business as presently now being conducted and (iii) except, in each case, where the failure to be so incorporated, existing or in good standing does not have a Material Adverse Effect. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction 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 license necessary, except for those jurisdictions where failure to be so qualified or licensed would does not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to All Subsidiaries of the Company true and complete copies their respective jurisdictions of incorporation are identified on Section 4.06(a) of the certificate Company Disclosure Schedule. Section 4.06(a) of the Company Disclosure Schedule also correctly sets forth the name of each Subsidiary of the Company, the jurisdiction of its incorporation, the Persons owning the outstanding capital stock of such Subsidiary and the amounts of such capital stock so owned. No Subsidiary of the Company is in violation of or default under any of the provisions of its articles of incorporation, bylaws or comparable similar organizational documents of each of its Subsidiariesdocuments, each except for such violations or defaults as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereindo not have a Material Adverse Effect. (b) The Except as set forth on Section 4.06(b) of the Company owns beneficially, directly or indirectlyDisclosure Schedule, 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 of, or other voting securities or ownership interests in, each Subsidiary of each such Subsidiary is the Company, are duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) non assessable and each such share or other equity interest are owned by the Company Company, directly or one of its Subsidiaries is indirectly, free and clear of all security any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of capital stock or other voting securities or ownership interests, liens, claims, pledges, ) other than restrictions imposed by federal and state securities laws. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company or (ii) options, rights of first refusalwarrants, agreementscalls, limitations on the Company's or such other Subsidiary's voting preemptive rights, charges subscriptions or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any shares of capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any shares of capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY SECURITIES"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. (c) Section 4.06(c) of the Company Disclosure Schedule sets forth the name and jurisdiction of each Person that is not a Subsidiary of the Company but in which the Company directly or indirectly holds any equity or other encumbrances ownership interest in excess of fifteen percent of outstanding equity interests in such Person (each, a "MINORITY INVESTMENT"). There are no outstanding obligations of the Company or any nature whatsoeverof its Subsidiaries to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Minority Investment.

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) is a corporation or other business entity Company has been duly organized, is validly existing and (where applicable) in good standing under the laws Laws of the its jurisdiction of its organization, (ii) organization and has full corporate power and authority all organizational powers and all necessary government governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its assets and properties and assets and to conduct carry on its business as presently conducted now conducted, except for those licenses, authorizations, permits, consents and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where approvals the character absence 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 which would not have or 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 as a foreign entity and (where applicable) is in violation good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Subsidiaries of any provision thereinthe Company and their respective jurisdictions of organization are set forth in Section 3.06(a) of the Company Letter. (b) The Except as set forth in Section 3.06(b) of the Company owns beneficially, directly or indirectlyLetter, all of the issued and outstanding shares in the share capital stock or other voting securities of, or ownership interests 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 have been duly authorized, validly issued, fully paid and nonassessable (and free of preemptive rights and are owned by the Company, directly or the foreign equivalent indirectly, free and clear of any Lien. Except for foreign Subsidiaries) and each such share or other equity interest securities owned by the Company or one of its Subsidiaries, there are no issued, reserved for issuance or outstanding (i) shares of capital stock of, or other voting securities or ownership interests in, any Subsidiary of the Company, (ii) securities of the Company or any of its Subsidiaries is free and clear convertible into, or exchangeable for, shares in the share capital or other voting securities of, or ownership interests in, any Subsidiary of all security intereststhe Company, liens(iii) warrants, claimscalls, pledgesoptions shares of phantom stock or phantom stock rights, stock purchase, stock appreciation or other rights or obligations 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 in the share capital or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable for, any shares in the share capital or other voting securities of, or ownership interests in, any Subsidiary of the Company or (iv) stock options, restricted shares, stock appreciation rights, performance units or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares in the share capital 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 preemptive or other outstanding rights, options, rights of first refusalwarrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, limitations on the Company's arrangements, calls, commitments or such other Subsidiary's voting rights, charges and other encumbrances rights of any nature whatsoeverkind that obligate the Company or any of its Subsidiaries to issue or sell any Company Subsidiary Securities, or give any Person a right to subscribe for or acquire any Company Subsidiary Securities, and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no voting trusts, proxies or similar agreements, arrangements or commitments to which the Company or any of its Subsidiaries is a party with respect to the voting of any Company Subsidiary Securities.

Subsidiaries. (a) The Schedule of Exceptions Company Disclosure Letter sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesSubsidiary. Each of such the 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 havenot, individually or in the aggregate, have a Company Material Adverse Effect. 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 of each of its SubsidiariesSubsidiary, 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, beneficially and of record 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, and does not own an equity interest in any other corporation, partnership or entity, other than in such the 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 another Subsidiary 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 Subsidiary (i) is a corporation duly incorporated or other business entity duly organized, validly existing and and, to the extent applicable, in good standing under the laws of the its jurisdiction of its incorporation or organization, (ii) has full all corporate power and authority or other organizational 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 approvals the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iiiii) is duly qualified or licensed to do business as a foreign corporation and or other legal entity and, to the extent applicable, 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 the failure to be so qualified or licensed or, to the extent applicable, in good standing would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has furnished All Subsidiaries and their respective jurisdictions of incorporation or made available to the Company true and complete copies organization are identified in Section 3.06(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 thereinDisclosure Schedule. (b) The Company owns beneficiallyExcept as set forth in Section 3.06(b) of the Disclosure Schedule, all of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary 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 of each or ownership interests (other than such Subsidiary and, except transfer restrictions as may exist under federal and state securities laws). Except as set forth in Section 3.06(b) of the Schedule Disclosure Schedule, there are no outstanding (i) securities of Exceptions, does not own an equity interest in the Company or any other corporation, partnership Subsidiary convertible into or entity, other than in such Subsidiaries. Each outstanding share exercisable or exchangeable for shares of capital stock or other voting securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable or ownership interests in any Subsidiary; or (or the foreign equivalent for foreign Subsidiariesii) and each such share options or other equity interest owned by rights to acquire from the Company or one any Subsidiary, or other obligation of its Subsidiaries is free the Company or any Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exercisable or exchangeable for any capital stock or other voting securities or ownership interests in, any Subsidiary (the items in clauses 3.06(b)(i) and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on (ii) being referred to collectively as the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever"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) 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 beneficiallyPurchaser 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 shares of capital stock or other equity interests of each of its Subsidiaries free and clear of any Liens. There are no contracts, commitments, agreements or understandings relating to Purchaser’s right to vote or dispose of any equity securities of its Subsidiaries. Purchaser’s ownership interest in each such Subsidiary of its Subsidiaries complies with all applicable laws, rules and regulations relating to equity investments by bank holding companies. (ii) Each of Purchaser’s Subsidiaries is a legal entity duly organized and validly existing under the laws of its jurisdiction of incorporation, formation or organization, as applicable, has all requisite corporate power and authority to own, lease and operate its properties and to conduct the business currently being conducted by it and is duly authorizedqualified or licensed as a foreign corporation 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 on Purchaser. (iii) The outstanding shares of capital stock, membership interests, or other representations of equity interest of each Subsidiary have been validly authorized and are validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share free of preemptive rights. No shares of capital stock or other equity interest owned interests of any Subsidiary of Purchaser are or 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 other equity interests or any other debt or equity security of any Subsidiary, and there are no contracts, commitments, agreements or understandings of any kind for the issuance of additional shares of capital stock or other equity interests or other debt or equity security of any Subsidiary or options, warrants or other rights with respect to such securities. (iv) Purchaser Bank is a Virginia-chartered state bank. No Subsidiary of Purchaser other than Purchaser Bank is an “insured depository institution” as defined in the Federal Deposit Insurance Act, as amended, and the applicable regulations thereunder. Purchaser Bank’s deposits are insured by the Company or one FDIC through the Deposit Insurance Fund to the fullest extent permitted by law. Purchaser Bank is a member in good standing of its Subsidiaries is free the FHLB and clear the Federal Reserve Bank of all security interestsRichmond and owns the requisite amount of stock therein, 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 whatsoeverrespectively.

Subsidiaries. (a) The Schedule of Exceptions 4.4 hereto correctly sets forth the name names, form of legal entity, number of shares of capital stock issued and state outstanding, number of shares owned by Borrower or jurisdiction a Subsidiary of incorporation Borrower (specifying such owner) and jurisdictions of organization of all Subsidiaries of Borrower and specifies which thereof, as of the Closing Date, are Inactive Subsidiaries. Except as described in Schedule 4.4, Borrower does not own any capital stock, equity interest or debt security which is convertible, or exchangeable, for capital stock or equity interest in any Person. 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 are owned of its Subsidiaries. record and beneficially by Borrower, there are no outstanding options, warrants or other rights to purchase capital stock of any such Subsidiary, and all such shares or equity interests so owned are duly authorized, validly issued, fully paid and non-assessable, and were issued in compliance with all applicable state and federal securities and other Laws, and are free and clear of all Liens, except for Permitted Encumbrances. (b) Each of such Subsidiaries (i) Subsidiary is a corporation or other business legal entity of the type described in Schedule 4.4 duly organizedformed, 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 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 power and authority to conduct its business and to own and lease its Properties. (c) Each Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallycompliance with all Laws and other requirements applicable to its business and has obtained all authorizations, directly or indirectlyconsents, all of the issued approvals, orders, licenses, and outstanding capital stock or other securities of permits from, and each such Subsidiary andhas accomplished all filings, registrations, and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except as set forth where the failure to be in the Schedule of Exceptionssuch compliance, obtain such authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or obtain such exemptions, 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 whatsoeverconstitute a Material Adverse Effect.

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. Except as set forth in Schedule 3.4 attached hereto (athe “Subsidiaries”), the Company does not control (as such term is defined in §368(c) of the Internal Revenue Code of l954, as amended), directly or indirectly, any other corporation, association or other business entity, nor does it have any direct or indirect interest therein. Neither the Sellers nor any affiliate of the Sellers has any direct or indirect interest in any other business entity which is involved or competes with or conducts any business similar to any business conducted by the Company or any Subsidiary. The Schedule Sellers have no interest, direct or indirect, in any property used by, or relating to the business of, the Company or any Subsidiary, except through the ownership of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesCompany’s capital stock. 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 of its organizationState designated on Schedule 3.4, (ii) and each Subsidiary has full all requisite corporate power and authority and all necessary government approvals to own, lease own and operate its properties and assets and to conduct carry on its business as presently now conducted and (iii) as proposed to be conducted. The Sellers have furnished to the Purchaser complete and correct copies of each Subsidiaries Articles of Incorporation and By-Laws as presently in effect. The authorized and issued capital stock of each Subsidiary is duly qualified or licensed to do business as a foreign corporation set forth on Schedule 3.4. On the date hereof, Schedule 3.4 accurately states all shares of each Subsidiary issued and is outstanding, all of which are registered in good standing in each jurisdiction where the character name 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 free and effect, and no such Subsidiary is in violation clear of any provision therein. liabilities, obligations, claims, liens or encumbrances; provided, however, ▇▇▇▇▇▇▇▇ owns ten percent (b10%) 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 Emergystat and Emergystat of Sulligent. The Subsidiaries holds no shares of its capital stock in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each its treasury and all outstanding share shares of capital stock or other securities of each such Subsidiary is have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable (or non-assessable. On 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 interestsdate hereof, liens, claims, pledgesthere are no outstanding rights, options, rights of first refusalwarrants, agreements, limitations on the Company's conversion privileges or such other Subsidiary's voting rights, charges and other encumbrances agreements of any nature whatsoeverkind for the purchase or acquisition from, or the sale or issuance by, any of the Subsidiaries of any shares of its capital stock and no authorization therefor has been given.

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 Section 7.2(b) of the H▇▇▇▇▇ Disclosure Letter sets forth a corporation complete and accurate list of each Contributed Subsidiary both as of the date of this Agreement and immediately following the H▇▇▇▇▇ Restructuring, together with its jurisdiction of organization and its authorized and outstanding capital stock of, or other business entity equity interests in, each such Subsidiary as of the date hereof. Each Subsidiary of H▇▇▇▇▇ which has title to any Property reasonably expected to be a Contributed Asset and each Contributed Subsidiary is duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, organization (iito the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States) and has full all requisite corporate or similar power and authority and all necessary government approvals to own, lease and operate its properties and assets Properties and to conduct carry on its business portion of the MCD Business as presently currently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation or other entity in each jurisdiction where the character ownership or operation of the properties owned, leased or operated by it its assets or the nature conduct of its business makes requires 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 failure for any such failures to be so duly organized, validly existing, qualified or licensed would not havein good standing or to have such power or authority that, individually or in the aggregate, would not reasonably be likely to have a H▇▇▇▇▇ Material Adverse Effect. The Company H▇▇▇▇▇ has furnished or made available to the Company true Stratex complete and complete correct copies of the certificate of incorporation, incorporation and the bylaws (or comparable similar organizational documents documents) of each of its the currently existing Contributed Subsidiaries, each as amended to date. Such organizational documents are through the date of this Agreement (the “H▇▇▇▇▇ Governing Documents”) and each H▇▇▇▇▇ Governing Document is in full force and effect, and no such . Each Contributed Subsidiary is in violation compliance with the terms of any provision therein. its certificate of incorporation and bylaws (bor comparable governing instruments) The Company owns beneficiallyas amended through the date of this Agreement. H▇▇▇▇▇ owns, directly or and indirectly, all of the issued right, title and interest in and to, all outstanding capital stock of, or other securities of each such Subsidiary andequity interests in, 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 Contributed Subsidiaries. Each All of the outstanding share of capital stock of, or other securities of each such Subsidiary is equity interests in, the Contributed Subsidiaries has been duly authorized, and is validly issued, fully paid and nonassessable non-assessable. (ii) There are no preemptive or the foreign equivalent for foreign Subsidiariesother outstanding rights, options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, calls, stock based performance units, commitments, Contracts, agreements, arrangements or undertakings of any kind to which any Contributed Subsidiary is a party or by which any of them is bound (i) and each obligating any such share Contributed Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of or other equity interest owned by in, any Contributed Subsidiary or any Voting Debt, (ii) obligating any Contributed Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any Person the Company right to receive any economic benefit or one right similar to or derived from the economic benefits and rights occurring to holders of shares of capital stock of, or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of, or other equity interest in, any Contributed Subsidiary, and no such obligations, instruments or securities are authorized, issued or outstanding. There are no voting trusts or other arrangements or understandings to which any Contributed Subsidiary is a party with respect to the voting, the dividend rights or disposition of any capital stock of, or other equity interest in, any Contributed Subsidiary. (iii) H▇▇▇▇▇ and each of its Subsidiaries is that owns, or following the H▇▇▇▇▇ Restructuring, that will own, the outstanding capital stock of, or other equity interest in, the Contributed Subsidiaries, have, or will have following the H▇▇▇▇▇ Restructuring, good and valid title to the outstanding capital stock of, or other equity interests in, the Contributed Subsidiaries, free and clear of all security interestsEncumbrances, liensand upon delivery by H▇▇▇▇▇ and/or any of its Subsidiaries of the outstanding capital stock of, claimsor other equity interests in, pledgesthe Contributed Subsidiaries at the Closing, optionsgood and valid title to the outstanding capital stock of, rights or other equity interests in, the Contributed Subsidiaries, free and clear of first refusalall Encumbrances, agreementsother than those resulting from Newco’s ownership, limitations on will pass to Newco. (iv) Following the Company's H▇▇▇▇▇ Restructuring, no Contributed Subsidiary will own, directly or such indirectly, any capital stock of, or other equity interests in, any Person (other than another Contributed Subsidiary's voting rights) or will have any direct or indirect equity or ownership interest in any business, charges and or will be a member of or participant in any partnership, joint venture or similar Person. Following the H▇▇▇▇▇ Restructuring, there will be no outstanding contractual obligations of the Contributed Subsidiaries to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, any other encumbrances of any nature whatsoeverPerson.

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 Company has never owned and state does not presently own or jurisdiction of incorporation of each of its Subsidiariescontrol, directly or indirectly, any corporation, partnership, limited liability company, association, joint venture or similar entity and has never owned or controlled and does not currently own or control, directly or indirectly, any capital stock or other ownership interest, directly or indirectly, in any corporation, partnership, limited liability company, association, joint venture or similar entity. Each of such Subsidiaries Subsidiary (ias defined in Section 12.15(a)) is a corporation or other business entity duly organized, validly existing and in good standing (or, if "good standing" is not applicable in the jurisdiction in which such Subsidiary is organized, an equivalent status, if any) under the laws of the its jurisdiction of its organization, (ii) has full corporate power 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 to do business as a foreign corporation and is authorized to do business in good standing all other jurisdictions in each jurisdiction where the character of the properties owned, leased or operated by it or which the nature of its business or property makes such qualification or licensing necessary necessary, except where the failure of a Subsidiary to be so qualified or licensed be in good standing (or equivalent status, if any) would not have, individually or reasonably be expected to result in the aggregate, a Company Material Adverse Effect. Section 4.3(a) of the Company Disclosure Schedule sets forth each jurisdiction in which each Subsidiary is duly qualified to transact business. Each of the Subsidiaries has the corporate power to own its properties and to carry on its business as now conducted and as currently proposed to be conducted. The Company has furnished delivered or made available to the Company true Buyer true, correct and complete copies of the certificate certificates of incorporation, bylaws incorporation and by-laws of each domestic Subsidiary or comparable other similar organizational or operational 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 thereinforeign Subsidiary. (b) The Company owns beneficially, directly or indirectly, all of All 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, are validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or and, other equity interest than director qualifying shares, are owned by the Company or one of its Subsidiaries is a wholly-owned Subsidiary free and clear of all security interestsany Encumbrances, liensother than with respect to applicable Securities Laws. (c) Other than director qualifying shares, claimsthere are no outstanding securities convertible into, pledgesexchangeable for, or carrying the right to acquire, capital stock of any Subsidiary, or subscriptions, options, warrants, convertible securities, other rights or Contracts of first refusalany character relating to the capital stock of any Subsidiary. (d) No Subsidiary is a member of (nor is any part of its business conducted through) any partnership, nor is it a participant in any joint venture or similar arrangement. (e) Other than with respect to director qualifying shares, there are no voting trusts, stockholder agreements, limitations on proxies or other agreements or understandings in effect with respect to the Company's voting or such other Subsidiary's voting rights, charges and other encumbrances transfer of any nature whatsoevershares of capital stock of or any other interests in any Subsidiary. (f) Section 4.3(f) of the Company Disclosure Schedule sets forth a complete and accurate list of the number of director qualifying shares relating to any Subsidiary and the names of the holders thereof.

Subsidiaries. Schedule 4.2 to the ICH Disclosure Letter (aas defined below) The Schedule of Exceptions sets forth each Subsidiary of ICH and the name direct and/or indirect ownership interest therein of ICH and state or jurisdiction (A) all the outstanding shares of incorporation capital stock of each Subsidiary of its Subsidiaries. Each of such Subsidiaries (i) ICH that is a corporation have been validly issued and are fully paid and nonassessable, are owned by ICH or one of its Subsidiaries free and clear of all Liens and (B) all equity interests in each of ICH's Subsidiaries that is a partnership, joint venture, limited liability company or trust are owned by ICH or one or more of its Subsidiaries free and clear of all Liens. Except for the capital stock of or other business entity equity or ownership interests in ICH's Subsidiaries, and except as set forth on Schedule 4.2 to the ICH Disclosure Letter, ICH does not own, directly or indirectly, any capital stock or other ownership interest in any Person. Each Subsidiary of ICH that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) incorporation and 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 as presently conducted now being conducted, and (iii) each such Subsidiary that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as now being conducted. Each Subsidiary of ICH 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 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 thereinEffect on ICH. (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. (aSet forth on Schedule 2.01(b) The hereto is a complete list ------------ of all of the subsidiaries of the Company. Except as set forth on Schedule 2.01(b) hereto, the Company does not own, directly or indirectly, any capital stock or other equity securities of Exceptions sets forth any corporation, nor does the name Company have any direct or indirect ownership interest, including interests in partnerships and state joint ventures, in any other entity or jurisdiction of incorporation of each of its Subsidiariesbusiness. Each of such Subsidiaries (i) the subsidiaries has been duly incorporated, is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its organization, (ii) has full corporate power incorporation 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 and in good standing as a foreign corporation corporation, and is authorized to do business, in good standing all jurisdictions in each jurisdiction where which the character of the its properties owned, leased or operated by it or the nature of its business makes businesses requires such qualification or licensing necessary authorization, except where failure to be so qualified or licensed would not havefor qualifications and authorizations the lack of which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Company Each of the subsidiaries has furnished or made available the requisite power and authority to own and hold its properties and to carry on its business as now being conducted. Except as disclosed in the registration statements, reports and proxy statements filed by the Company true with the Securities and complete copies Exchange Commission (the "SEC Reports"), disclosed in the Financial Statements (as defined herein) or set forth on Schedule 2.01(b) hereto: (i) all of the certificate outstanding shares (other than director's qualifying shares, if any) of incorporation, bylaws or comparable organizational documents capital stock of each of the subsidiaries are owned beneficially and of record by the Company, one of its Subsidiariessubsidiaries or any combination thereof, in each as amended to date. Such organizational documents are in full force case free and effect, and no such Subsidiary is in violation clear of any provision therein. (b) The Company owns beneficiallyliens, directly charges, restrictions, claims or indirectly, all of the issued and outstanding capital stock encumbrances created 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 suffered by the Company or one any of its Subsidiaries is free subsidiaries, other than restrictions on transfer imposed by the Securities Act of 1933, as amended (the "Securities Act"), or any other provision of applicable law; and clear of all security interests(ii) there are no outstanding subscriptions, liens, claims, pledgeswarrants, options, convertible securities or other rights (contingent or other) pursuant to which any of first refusal, agreements, limitations on the Company's subsidiaries is or such may become obligated to issue any shares of its capital stock to any person other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverthan the Company or a subsidiary.

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions sets forth the Company Disclosure Letter contains a complete and accurate list of the name and state or jurisdiction of incorporation organization of each Subsidiary of its the Company. Except for the Company’s Subsidiaries. Each , the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interest in, any Person. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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 organizationrespective organization (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), (ii) 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 assets, (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 its properties owned, owned or leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary except where failure (to be so qualified or licensed would not have, individually or the extent the “good standing” concept is applicable in the aggregate, a Material Adverse Effect. The Company has furnished or made available to case of any jurisdiction outside the Company true United States) and complete copies of the (iv) is in compliance with its respective certificate of incorporation, bylaws or comparable organizational documents other applicable constituent documents. The Company has delivered or made available to Parent complete and correct copies of each the certificates of its Subsidiariesincorporation and bylaws or other constituent documents, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereineach of the Company’s Subsidiaries. (bc) 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 (other than restrictions on transfer imposed by Applicable Law) 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. (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 (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 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 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 organizedincorporated, validly existing exiting and in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) has full and has, subject to any necessary authority from the Bankruptcy Court, all corporate power and authority 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 now conducted except for those licenses, authorizations, permits, consents and (iii) approvals the absence of which has not had, and would not reasonably be expected to have, individually or in the aggregate, 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 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 Material Adverse Effect. All Subsidiaries and their respective jurisdictions of incorporation are identified on Schedule 3.07(a). The Company has furnished heretofore delivered or made available to the Company Buyer true and complete copies of the certificate of incorporation, formation documents and bylaws or comparable organizational documents of each of its Subsidiaries, each Subsidiary 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. (b) The Company owns beneficiallyExcept for Liens that will be released or discharged at or prior to Closing pursuant to the Plan or the Confirmation Order, all of the outstanding capital stock or other voting securities of each Subsidiary is, and on the Closing Date will be, owned by the Company, directly or indirectly, all free and clear of any Lien and free of any other limitation or restriction on the issued and outstanding right to vote, sell or otherwise dispose of such capital stock or other voting securities, and nothing in the Plan or Confirmation Order reduces, dilutes, restricts, or otherwise affects in any way the Company's direct or indirect ownership of, or interest in, each Subsidiary. There are no outstanding (i) securities of each such any Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership convertible into or entity, other than in such Subsidiaries. Each outstanding share exchangeable for shares of capital stock or other voting securities of each such any Subsidiary is duly authorizedor (ii) options or other rights to acquire from any Subsidiary, validly issuedor other obligation of any Subsidiary to issue, fully paid and nonassessable any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Subsidiary (or the foreign equivalent for foreign Subsidiariesitems in clauses 3.07(b)(i) and each such share or other equity interest owned by 3.07(b)(ii) being referred to collectively as 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 "SUBSIDIARY SECURITIES"). There are no outstanding obligations of any nature whatsoeverSubsidiary 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 (i) is a corporation Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) 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, the Time of Sale Prospectus and the Prospectus, (iiiii) 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 the character 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 its business makes such qualification business, (iii) all of the issued and outstanding share capital or licensing necessary other 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 security interest, mortgage, pledge, lien, encumbrance or adverse claim, except where failure to be so qualified or licensed as would not have, individually or reasonably be expected to result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies Change, (iv) none of the certificate outstanding share capital or equity interest in any subsidiary was issued in violation of incorporationpreemptive or similar rights of any security holder of such subsidiary, bylaws and (v) the constitutive 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 beneficiallydoes not own or control, directly or indirectly, all of the issued and outstanding capital stock any corporation, association 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, entity other than the subsidiaries listed 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 included as an exhibit to 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 whatsoeverRegistration Statement.

Subsidiaries. (a) The Schedule Section 4.3 of Exceptions the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the name and state or Company, including its jurisdiction of incorporation of each of its Subsidiariesor formation. Each of such the Subsidiaries of the Company (i) is a corporation or other business an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization, (ii) has full all requisite corporate or similar 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 (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 in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary necessary, except in the case of clause (iii), where the failure to be so qualified or licensed would not haveor in 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 No shares of capital stock of the Company true and complete copies are owned by any Subsidiary of the certificate Company. All outstanding shares of incorporation, bylaws capital stock and equity interests or comparable organizational documents other voting securities of each Subsidiary of its Subsidiariesthe Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights. All outstanding shares of capital stock and equity interests or other voting securities of 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 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 other than Permitted Liens of the Company and its Subsidiaries. Except for the capital stock of, liensor other equity or voting interests in, claimsits Subsidiaries, pledgesthe Company does not own, optionsdirectly or indirectly, any share of capital stock, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution, guarantee, credit enhancement or other investment in, or assume any liability or obligation of, any Person. The Company does not have any outstanding equity appreciation rights, phantom equity or other equity equivalents or equity-based awards or rights that are valued in whole or in part with respect to any Subsidiary 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 Section 3.03(a) 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 corporation, partnership, limited liability company, joint venture or other entity in which the Company has, directly or indirectly, an equity interest representing 50% or more of the capital stock 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 name 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 and each other jurisdiction in which each Subsidiary owns, uses, licenses or leases real property or has employees or engages independent contractors. (b) Each Subsidiary is a corporation or other type of 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) formation. Each Subsidiary is duly qualified or licensed to do conduct business as a foreign corporation and is in 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 or the ownership or leasing of its properties requires such qualification or licensing necessary licensing, 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 Company Material Adverse Effect. Each Subsidiary has all requisite power and authority to carry on its business as it is now being conducted and to own, lease and otherwise use the assets and properties owned and used by it. The Company has furnished or made available delivered to the Company true Parent complete and complete accurate copies of the certificate of incorporationcharter, bylaws 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 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 outstanding securities of each Subsidiary 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 another Subsidiary and are held or owned free and clear of all any restriction on transfer (other than restrictions under federal or state securities laws), claim, security interestsinterest, liensoption, claimswarrant, pledgesright, lien, call, commitment, equity or demand. There are no outstanding or authorized options, rights of first refusalwarrants, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances 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 whatsoeversecurities of any Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting, ownership or issuance of any securities of any Subsidiary. (c) The Company does not control, directly or indirectly, or have any direct or indirect equity participation or similar interest in, or any direct or indirect ownership interest in, any corporation, partnership, limited liability company, joint venture, trust or other entity or business association which is not a Subsidiary. There are no contractual or other obligations of the Company or any Subsidiary to provide funds to, or make any investment in (whether in the form of a loan, capital contribution or otherwise), any other 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) 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 Section 3.4(a) of Exceptions the Company Disclosure Letter sets forth the name and of each Subsidiary of the Company (collectively, the “Company Subsidiaries”), the state or jurisdiction of incorporation its organization, the percentage of each class of its Subsidiariesvoting securities of such Company Subsidiary directly or indirectly owned by the Company and, to the Knowledge of the Company, the name and percent ownership of each holder of Voting Securities of such Company Subsidiary that is not itself the Company or a Company Subsidiary. Each of such Subsidiaries Company Subsidiary (i) is a corporation corporation, limited liability company, partnership or other business entity duly incorporated or organized, validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, (ii) has full corporate all requisite corporate, limited liability company, partnership or similar 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 now conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation corporation, limited liability company, partnership or other organization and is in good standing under the laws of any jurisdiction in each jurisdiction where which the character of the properties owned, leased or operated by it therein or in which the nature transaction of its business makes such qualification or licensing necessary necessary, 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 No 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 material violation of any provision thereinof its Organizational Documents. Except as described in Section 3.4(a) of the Company Disclosure Letter, the Company does not own or control, directly or indirectly, any membership interest, partnership interest, joint venture interest, other equity interest or any other capital stock of any Person, and there are no silent partnerships, sub-partnerships and/or similar rights with respect to the Company or any Company Subsidiary. (b) The All of the outstanding capital stock of, or other voting securities or ownership interests in, each Company owns beneficiallySubsidiary (collectively, the “Company Subsidiary Securities”), is 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, options, rights Liens and free of first refusal, agreements, limitations any other limitation or restriction (including any restriction on the Company's right to vote, sell or otherwise dispose of such capital stock or other Subsidiary's voting rightssecurities or ownership interests). There are no outstanding Derivative Securities convertible into, charges and other encumbrances exchangeable for or otherwise in respect of any nature whatsoeverCompany 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. All of the Company Subsidiary Securities directly or indirectly owned by the Company have been duly authorized, are validly issued and are fully paid and nonassessable.

Subsidiaries. (a) The Section 3.3 of the Company Disclosure Schedule sets forth, as of Exceptions sets forth the name and state or jurisdiction date of incorporation this Agreement, for each Subsidiary of each of its Subsidiaries. Each of such Subsidiaries the Company: (i) its name; (ii) the number and type of its outstanding equity securities and a list of the holders thereof; and (iii) its jurisdiction of organization. (b) Each Subsidiary of the Company is a corporation or other business an entity duly organized, validly existing and in good standing (to the extent such concepts are applicable) under the laws of the jurisdiction of its organizationincorporation, has all requisite corporate (iior similar, in the case of a non-corporate entity) has full 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 now being conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation (to the extent such concepts are applicable) in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where failure for such failures to be so organized, qualified or licensed would not havein good standing, individually or in the aggregate, that are not reasonably likely to have a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies All 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 shares of capital stock and other equity securities or other securities interests of each such Subsidiary is of the Company are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable free of preemptive rights and all such shares (other than directors’ qualifying shares in the case of non-U.S. Subsidiaries, all of which the Company has the power to cause to be transferred for no or nominal consideration to the Company or the foreign equivalent for foreign SubsidiariesCompany’s designee) are owned, of record and each such share or other equity interest owned beneficially, by the Company or one another of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on in the Company's or such other Subsidiary's ’s voting rights, charges and or other encumbrances encumbrances. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any of its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any nature whatsoevercapital stock of any Subsidiary of the Company. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary of the Company. To the Company’s Knowledge, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of the Company. (c) The Company has made available to the Parent prior to the date of this Agreement complete and accurate copies of the charter, bylaws or other organizational documents of each Subsidiary of the Company. (d) The Company does not control, directly or indirectly, any capital stock of any Person that is not a Subsidiary of the Company, other than securities held for investment by the Company or any of its Subsidiaries and consisting of less than 5% of the outstanding capital stock of such 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 its state of formation, Canada, and is 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, are owned directly or indirectly by the Company, are fully paid in accordance with its bylaws or comparable charter documents 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. (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 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, the Pricing Disclosure Package and (iii) the Prospectus. Each of the Company’s Subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership limited liability company or similar corporate 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 be so qualified or licensed in good standing would not havereasonably be expected, individually or in the aggregate, to have a Material Adverse EffectChange. 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 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 equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. 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 beneficiallydoes not own or control, directly or indirectly, all of the issued and outstanding capital stock any corporation, association 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, entity other than the Subsidiaries listed 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 Exhibit 21.1 to 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 whatsoeverRegistration Statement.

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 Subsidiary (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 organizationformation, (ii) has full corporate the requisite power and authority authority, and possesses all governmental franchises, licenses, certificates, permits, authorizations and approvals necessary government approvals to enable it, to own, lease and operate lease, use or otherwise hold its properties and assets and to conduct carry on its business as presently conducted conducted, except such power, authority, franchises, licenses, certificates, permits, authorization and approvals the absence of which would not reasonably be expected to have a Material Adverse Effect and (iiiii) each of such Subsidiaries is duly qualified or licensed and in good standing to do business as a foreign corporation and is in good standing entity in each jurisdiction where in which the character of the properties owned, leased conduct or operated by it or the nature of its business or the ownership, leasing, using or holding of its properties makes such qualification or licensing necessary good standing necessary, except such jurisdictions where the failure to be so qualified or licensed would not havein good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available Schedule 4.6 sets forth each direct and indirect Subsidiary and sets forth each jurisdiction in which each Subsidiary is qualified to do business as a foreign corporation. All the Company true and complete copies outstanding shares of the certificate of incorporation, bylaws or comparable organizational documents capital stock of each of its SubsidiariesSubsidiary are duly authorized and validly issued and outstanding, each as amended to date. Such organizational documents are in full force fully paid and effect, nonassessable and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyowned, directly or indirectly, by the Company, free and clear of all Liens. All such outstanding shares of the issued and outstanding capital stock of such Subsidiaries have not been issued in violation of, and are not subject to any purchase option, call, right of first refusal, preemptive, subscription, or similar rights under any provision of applicable law, the respective certificates of formation or the respective bylaws of such Subsidiaries, or any respective contract, agreement or instrument to which such a Subsidiary or the Company is subject or by which they are bound. None of Newco, the Company or any of its Subsidiaries is a party to any agreement granting to any Person any stock appreciation or other similar right with respect to the shares of capital stock of any Subsidiary. There are no outstanding warrants, options, rights, agreements, convertible or exchangeable securities or other commitments pursuant to which any of each such Subsidiary andSubsidiaries or the Company are or may become obligated to issue, except as set forth in the Schedule of Exceptionssell, does not own an equity interest in purchase, return or redeem 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, 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 Each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation duly organized bank, corporation, limited liability company, partnership or other business entity duly organizedstatutory trust, validly existing and in good standing under the applicable laws of the jurisdiction of its organizationin which it is incorporated or organized, (ii) has full corporate power and authority to carry on its business as now conducted and all necessary government approvals to own, lease and operate its assets, properties and assets and to conduct its business as presently conducted business, 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 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 the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary necessary, except where the failure to be so licensed or qualified or licensed would is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect. The Company has furnished outstanding shares of capital stock or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents equity interests of each of its Subsidiaries are validly issued and outstanding, fully paid and nonassessable and all such shares or equity interests are directly or indirectly owned by it free and clear of all liens, claims and encumbrances or preemptive rights of any person. No rights are authorized, issued or outstanding with respect to the capital stock or equity interests of any of its Subsidiaries and there are no agreements, understandings or commitments relating to the right to vote or to dispose of the capital stock or equity interests of any of its Subsidiaries. There are no restrictions on the ability of any of its Subsidiaries to pay dividends or distributions except as set forth in Section 13.1-653 of the VSCA (with respect to BHRB) or Section §31D-6-640 of the WVBCA (with respect to SMMF) and, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposits of each as amended of its Subsidiaries that is a commercial bank are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (“FDIC”) to date. Such organizational documents are the maximum extent permitted by law, all premiums and assessments required to be paid in full force and effectconnection therewith have been paid when due, and no Proceedings (as defined herein) for the termination of such insurance are pending or threatened. A true and complete list of its direct and indirect Subsidiaries as of the date hereof is set forth in Section 3.3(b) of its Disclosure Letter that shows each Subsidiary’s jurisdiction of incorporation, each jurisdiction in which each Subsidiary is in violation qualified and/or licensed to do business, its form of organization, and lists the owner(s) and percentage ownership (direct or indirect) of each Subsidiary. Section 3.3(b) of its Disclosure Letter also lists any provision therein. (b) The Company owns beneficiallycorporation, bank or other business organization of which it or any Subsidiary owns, directly or indirectly, all five percent (5%) or more of the issued and outstanding capital stock or other securities of equity interests, and shows for each such Subsidiary andentity its jurisdiction of incorporation, except as set forth each jurisdiction in which such entity is qualified and/or licensed to do business, its form of organization, and lists the Schedule owner(s) and percentage ownership (direct or indirect) of Exceptionssuch entity. As used herein, does not own an equity interest in the term “Subsidiary” when used with respect to any other party means any corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock bank or other business organization, whether incorporated or unincorporated, at least a majority of the 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 interests of which that have by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by the Company such party or by any one or more 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 whatsoeverSubsidiaries.

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 SubsidiariesF 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 Hong Kong or the People’s Republic of China, 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 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 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 articles of association, memorandum of association or charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). 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. (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 of the its jurisdiction of its incorporation or organization, (ii) has full corporate all power and authority and all necessary government approvals to own, lease and operate its assets, properties and assets rights 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 each case as 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 Parent true, complete and complete correct copies of the certificate of incorporation, incorporation and bylaws (or comparable similar organizational documents documents) of each Subsidiary of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effectthe Company, and no such Subsidiary is all amendments thereto, as in violation effect as of any provision thereinthe date of this Agreement. (b) The All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company owns beneficiallyhave been duly authorized and validly issued and are fully paid and nonassessable and were issued in material compliance with all applicable securities Laws. All of the outstanding capital stock or securities of, or other equity interests in, each of the Subsidiaries of the Company, is owned, directly or indirectly, all by the Company, and is owned free and clear of the issued any Encumbrance and outstanding capital stock or other securities free 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 limitation or entityrestriction, other than Permitted Encumbrances and transfer restrictions imposed by applicable securities Laws. (c) Section 3.3(c) of the Company Disclosure Letter (i) lists (A) each Subsidiary of the Company, (B) its jurisdiction of incorporation or organization, (C) the location of its principal executive office and (D) the interests held by the Company and any third party in such Subsidiaries. Each outstanding share of capital stock or other securities of each such a Subsidiary that is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest not wholly owned by the Company or one of its Subsidiaries and (ii) sets forth all capital stock or other equity interest in any entity that is free and clear of all security interestsowned, liensdirectly or indirectly, claimsby the Company (other than capital stock of, pledgesor other equity interests in, 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 whatsoeverits Subsidiaries).

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions sets forth the Company Disclosure Letter contains a complete and accurate list of the name and state or jurisdiction of incorporation organization of each Subsidiary of its the Company. Except for the Company’s Subsidiaries. Each , the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interest in, any Person. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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 organizationrespective organization (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), (ii) 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 assets, (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 its properties owned, owned or leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary except where failure (to be so qualified or licensed would not have, individually or the extent the “good standing” concept is applicable in the aggregate, a Material Adverse Effect. The Company has furnished or made available to case of any jurisdiction outside the Company true United States) and complete copies of the (iv) is in compliance with its respective certificate of incorporation, bylaws or comparable organizational documents other applicable constituent documents. The Company has delivered or made available to Parent complete and correct copies of each the certificates of its Subsidiariesincorporation and bylaws or other constituent documents, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereineach of the Company’s material Subsidiaries. (bc) 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 (other than restrictions on transfer imposed by Applicable Law) 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 Company of such Subsidiary’s business as presently conducted. (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 (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 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 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 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, . Each Subsidiary of the Company (iia) 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 (iiib) 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 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 beneficiallyor one or more of its Subsidiaries is the record holder and Beneficial Owner of all of the outstanding Securities of its Subsidiaries, free and clear of any Liens and free of any other limitation or restriction, including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities, other than generally applicable limitations or restrictions on transfer arising under applicable securities Laws and applicable Insurance Laws governing the acquisition of control of the Insurance Subsidiaries. All of the Securities so owned by the Company and its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, and no such shares have been issued in violation of any preemptive or similar rights by which the Company or any of its Subsidiaries is bound. Except for the Securities of the Subsidiaries of the Company and Investment Assets acquired in the ordinary course of business consistent with the investment policies and guidelines applicable to the Company at the time of acquisition, the Company does not own, directly or indirectly, all of the issued and outstanding capital stock any Securities or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest ownership interests in any other corporation, partnership Person 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 any Indebtedness of any nature whatsoeverPerson.

Subsidiaries. (a) The Section 4.4 of the Disclosure Schedule of Exceptions sets forth the name name, jurisdiction of organization, the authorized (if applicable), issued and outstanding equity interests of each Subsidiary of Cardo (including the holders thereof and the number of equity interests owned by each such holder) and the jurisdictions in which each such Subsidiary is qualified to do business. Cardo does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity other than as set forth on Section 4.4 of the Disclosure Schedule. Upon the consummation of the Acquisitions, all the outstanding equity interests of each Subsidiary of Cardo will be owned directly or indirectly by Cardo free and clear of all Liens or third party rights and of any restrictions on transfer, except for transfer restrictions of the federal and state or jurisdiction of incorporation securities Laws. All the outstanding equity interests of each Subsidiary of its SubsidiariesCardo are duly authorized, validly issued in compliance with applicable Laws, fully paid up and nonassessable and free and clear of Liens or third party rights and of any restrictions on transfer, except for transfer restrictions of the federal and state securities Laws and as set forth in the Organizational Documents of each such Subsidiary. No equity security of any Subsidiary of Cardo was issued in violation of the preemptive rights of any Person or any agreement by which such Subsidiary was bound at the time of such issuance. Each Subsidiary of such Subsidiaries Cardo (i) is a corporation or other business entity limited liability company duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, ; (ii) has full corporate the requisite limited liability company power and authority to carry on its business as it is now being conducted and all necessary government approvals to own, lease and operate its own the properties and assets and to conduct its business as presently conducted it now owns; and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each every jurisdiction where in which 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 and in good standing would not have, individually or in the aggregate, have a Material Adverse EffectEffect on Cardo. The Company Cardo has furnished or heretofore made available to the Company true complete and complete correct copies of the certificate of incorporation, bylaws or comparable organizational documents Organizational Documents of each of its Subsidiaries, each as amended to datedate and as presently in effect. Such organizational documents are in full force and effect, and no such No Subsidiary of Cardo is in material violation of any provision therein. (b) The Company owns beneficiallyof the provisions of its Organizational Documents. Other than its acquisition of the equity interests in the Subsidiaries set forth on Section 4.4 of the Disclosure Schedule, directly since its inception, Cardo has not consolidated or indirectlymerged with, acquired all or substantially all of the issued and outstanding capital assets of, or acquired the stock of or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity any interest in any other corporation, partnership or entity, other than in such SubsidiariesPerson. Each outstanding share Upon the consummation 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 transactions contemplated by the Company or Acquisitions, Cardo will own (i) one hundred percent (100%) of the equity interests of Accelerated Innovation directly, and (ii) one hundred percent (100%) of the equity interests of Cervical Xpand and Uni-Knee directly and indirectly through its Subsidiaries is free and clear ownership 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 whatsoeverAccelerated Innovation.

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 3.3 of the Company Disclosure Schedule sets forth, as of Exceptions sets forth the name and state or jurisdiction date of incorporation this Agreement, for each Subsidiary of each of its Subsidiaries. Each of such Subsidiaries the Company: (i) its name; (ii) the number and type of its outstanding equity securities and a list of the holders thereof; and (iii) its jurisdiction of organization. (b) Each Subsidiary of the Company is a corporation or other business an entity duly organized, validly existing and in good standing (to the extent such concepts are applicable) under the laws of the jurisdiction of its incorporation, formation or organization, as applicable, has all requisite corporate (iior similar, in the case of a non-corporate entity) has full 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 now being conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign entity (to the extent such concepts are applicable) in each jurisdiction where the character of the properties ownedit owns, leased operates or operated by it leases or the nature of its business activities makes such qualification or licensing necessary legally required, except where failure for such failures to be so organized, qualified or licensed would not havein good standing that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies All 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 shares of capital stock and other equity securities or other securities interests of each such Subsidiary is of the Company are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable free of preemptive rights under any provision of the state corporation statute of such Subsidiary’s jurisdiction of organization, such Subsidiary’s certificate of incorporation or by-laws (or the foreign equivalent for foreign Subsidiariesother organizational documents) or any agreement to which such Subsidiary is a party or otherwise bound, and each all such share or other equity interest owned shares, securities and interests are owned, of record and beneficially, by the Company or one another of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on in the Company's or such other Subsidiary's ’s voting rights, charges and or other encumbrances encumbrances. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any of its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any nature whatsoevercapital stock, securities or interests of any Subsidiary of the Company. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is a party to any voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock, securities or interests of any Subsidiary of the Company. (c) The Company has made available to the Parent complete and accurate copies of the charter, bylaws or other organizational documents of each Subsidiary of the Company. (d) The Company does not control, directly or indirectly, any capital stock of any Person that is not a Subsidiary of the Company, other than securities held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such Person.

Subsidiaries. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person. There are no contractual obligations of the Company or any of its Subsidiaries to make any loan to, or any investment (ain the form of a capital contribution or otherwise) The Schedule in, any Subsidiary of Exceptions the Company or any other Person. Each Subsidiary of the Company is either wholly owned by the Company or a Subsidiary or Subsidiaries of the Company as indicated on Section 3.2 of the Company Disclosure Letter. Each outstanding share of capital stock of or other equity interest in each of the Company’s Subsidiaries is owned by the Company or a wholly owned Subsidiary of the Company, free and clear of any Liens, except Permitted Liens. Section 3.2 of the Company Disclosure Letter sets forth the name and state or name, jurisdiction of incorporation or formation, jurisdictions of qualification as a foreign corporation and the authorized and outstanding capital stock of each Subsidiary of its Subsidiariesthe Company. Each Except as set forth on Section 3.2 of such Subsidiaries (i) the Company Disclosure Letter, each Subsidiary of the Company is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization, (ii) has full all requisite corporate power and authority and all authorizations, licenses and Permits necessary government approvals to own, lease and operate own its properties and assets to carry on its businesses and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business and in good standing in every jurisdiction in which its ownership of property or the conduct of its businesses requires it to qualify, except where the failure to be qualified 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, either 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 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 4.06(a) of Exceptions the Company Disclosure Letter sets forth a complete and correct list, as of the name and state or jurisdiction date of incorporation this Agreement, of each Subsidiary of the Company and its Subsidiaries. place and form of organization. (b) Each Subsidiary of such Subsidiaries (i) is a corporation or other business entity 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, (ii) organization and has full corporate power and authority all organizational powers and all necessary government approvals Permits required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted currently conducted, except for those powers and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where Permits, the character absence 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 which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished Each such Subsidiary is duly qualified to do business as a foreign entity and (where applicable) is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to have, individually or made available to in the aggregate, a Material Adverse Effect. No Subsidiary of the Company true and complete copies is in violation of the its certificate of incorporation, certificate of formation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are limited liability company agreement (or equivalent organization documents) in full force and effect, and no such Subsidiary is in violation of any provision thereinmaterial respect. (bc) The Company owns beneficiallyAll of the outstanding capital stock of or other voting securities of, or ownership interests in, each Subsidiary of the Company, is owned by the Company, directly or indirectly, all free and clear of any Lien (other than Permitted Liens) and free of any transfer restriction (other than 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 ownership interests. 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, or ownership interests in, any Subsidiary of each such Subsidiary is duly authorizedthe Company, validly issued(ii) warrants, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share calls, options or other equity interest owned by rights to acquire from the Company or one any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries is free and clear to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of all security intereststhe Company or (iii) restricted shares, liensstock appreciation rights, claimsperformance units, pledgescontingent value rights, options“phantom” stock or similar securities or rights that are derivative of, rights of first refusalor provide economic benefits based, agreementsdirectly or indirectly, limitations on the value or price of, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company to which the Company or any Subsidiary of the Company is a party (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, redeem or otherwise acquire any of the Company Subsidiary Securities. (d) The Company does not own or hold the right to acquire any equity securities, ownership interests or voting interests (including voting debt) of, or securities exchangeable or exercisable thereof, or investments in, any Person (other than a Subsidiary of the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever).

Subsidiaries. Except as set forth on the Disclosure Schedule, the Company has no Subsidiaries and no equity investment or other interest in, nor has the Company made advances or loans to, any corporation, association, partnership, joint venture or other entity, other than credit extended in the Ordinary Course of Business, except as set forth in the Disclosure Schedule. The Disclosure Schedule sets forth (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation authorized capital stock of each direct and indirect Subsidiary of its the Company and the percentage of the outstanding capital stock 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 of Subsidiaries directly or indirectly held by the Company have been duly authorized and validly issued and are outstanding, fully paid and nonassessable. The Company directly, or indirectly through wholly owned Subsidiaries, owns all such shares of capital stock of the direct or indirect Subsidiaries free and clear of all Encumbrances. Each 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 state or jurisdiction of its organizationincorporation (as listed in the Disclosure Schedule), (ii) and has full all requisite 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 the 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 necessary. There is no state, country or territory wherein the absence of licensing necessary except where failure to be so qualified or licensed qualification as a foreign corporation 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. (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 2.06(a) of Exceptions the Disclosure Schedule sets forth (i) the name and state or of each Subsidiary, (ii) the jurisdiction of incorporation or formation of each Subsidiary, (ii) the authorized, issued and outstanding capital stock or other equity securities of, or ownership interests in, each Subsidiary and (iii) the names of its Subsidiariesthe stockholders, equity holders or holders of ownership interests in each Subsidiary. Except as set forth in Schedule 2.06(a) of the Disclosure Schedule, the Company does not own, directly or indirectly, or have voting rights with respect to, any capital stock or other equity securities of, or other ownership interests in, any corporation, partnership, limited liability company or other Person or have any direct or indirect interest in any business. (b) Each of such Subsidiaries (i) Subsidiary that is a corporation or other business entity is duly organizedincorporated, 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 approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted conducted. Each Subsidiary that is a limited partnership is duly formed, validly existing and (iii) in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority as a partnership to own lease and operate its properties and to carry on its business as presently conducted. Each Subsidiary is duly qualified or licensed to do transact business as a foreign corporation or foreign limited partnership (as the case may be) and is in good standing in each jurisdiction where in which the nature of its activities or the character of the properties ownedthat it owns, leased leases or operated by it or the nature of its business operates 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 such Subsidiary. Schedule 2.06(b) of the Disclosure Schedule sets forth a correct and complete list of all jurisdictions in which each Subsidiary is duly qualified to transact business as a foreign corporation or foreign limited partnership. The Company has heretofore furnished or made available to the Company true Purchaser with a correct and complete copies copy of the certificate of incorporation, bylaws Charter and Bylaws or comparable other organizational documents document 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. (bc) The Company owns beneficially, directly or indirectlyExcept as set forth in Schedule 2.06(c) of the Disclosure Schedule, 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 securities of of, or ownership interests in, each such Subsidiary is (i) have been duly authorized, (ii) are validly issued, (ii) are (in the case of shares of capital stock) fully paid and nonassessable or not subject to any current or future capital calls and (or the foreign equivalent for foreign Subsidiariesiii) and each such share or other equity interest are owned by the Company Company, directly or one of its Subsidiaries is indirectly, free and clear of all security interestsLiens. None of the issued and outstanding shares of capital stock or other equity securities of, liensor ownership interests in, claimsany Subsidiary have been issued in violation of, pledgesor subject to, any preemptive rights or rights of subscription. All offers, issuances and sales by the Company or any Subsidiary of any shares of the capital stock or other equity securities of, or other ownership interests in, any Subsidiary have been made in compliance with the registration and qualification requirements of all applicable federal and state securities laws. There are no outstanding options, rights of first refusalwarrants, agreementscalls, limitations on the Company's or such other Subsidiary's voting rights, charges and convertible securities or other encumbrances agreements or commitments of any nature whatsoevercharacter pursuant to which the Company or any Subsidiary is or may be obligated to issue or sell any issued or unissued shares of capital stock or other equity securities of, or ownership interests in, any Subsidiary or to purchase or redeem any shares of capital stock or other equity securities of, or ownership interests in, any Subsidiary or make any other payments in respect thereof, and there are no shares of capital stock or other equity securities of, or ownership interests in, any Subsidiary reserved for issuance for any purpose.

Subsidiaries. (a) The Schedule of Exceptions 4.4 hereto correctly sets forth the name and state or jurisdiction names, form of incorporation legal entity, percentage of shares of each class of its capital stock or other equity interests issued and outstanding, percentage of shares or other equity interests owned by Borrower or a Restricted Subsidiary (specifying such owner) and jurisdictions of organization of all Restricted Subsidiaries and specifies which thereof, as of the Closing Date, are Significant Subsidiaries. Except as described in Schedule 4.4, Borrower does not own any capital stock, equity interest or debt security which is convertible, or exchangeable, for capital stock or equity interests in any Person. Unless otherwise indicated in Schedule 4.4, as of the Closing Date all of the outstanding shares of capital stock, or all of the units of equity interest, as the case may be, of each Restricted Subsidiary are owned of record and beneficially by Borrower, there are no outstanding options, warrants or other rights to purchase capital stock of any such Subsidiary, and all such shares or equity interests so owned are duly authorized, validly issued, fully paid, non-assessable, and were 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, except for Permitted Encumbrances and Permitted Rights of Others. (b) Each of such Subsidiaries (i) Restricted Subsidiary is a corporation or other business entity partnership duly organizedformed, 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 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 power and authority to conduct its business and to own and lease its Properties. (c) Each Restricted Subsidiary is in violation compliance with all Laws and other requirements applicable to its business and has obtained all authorizations, consents, approvals, orders, licenses, and permits from, and each such Subsidiary has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any of the foregoing from, any provision thereinGovernmental Agency that are necessary for the transaction of its business, except where the failure to be in such compliance, obtain such authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or obtain such exemptions, does not constitute a Material Adverse Effect. (bd) The Company owns beneficially, As of the Closing Date Borrower has no Subsidiaries (i) in which Borrower directly or indirectly, all indirectly owns at least 80% of the issued and outstanding capital stock or other securities ownership interests and (ii) with respect to which Borrower or any of each its Restricted Subsidiaries has entered any shareholders' agreement, management agreement or other agreement which has the effect of delegating management control over 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, to a Person other than in such Subsidiaries. Each outstanding share of capital stock Borrower 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 a Restricted 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 Significant Subsidiary of its SubsidiariesNational City (each, a “National City Significant Subsidiary”) is set forth in Section 4.4 of the National City Disclosure Letter. Each of such Subsidiaries (i) National City Significant Subsidiary is a corporation bank, a corporation, a limited liability company or other business entity or association duly organized, validly existing and in good standing (or the local Law equivalent) under the laws Laws of the its respective 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 to do business as a foreign corporation and is in good standing or foreign business entity in each jurisdiction where the character in which its ownership or lease of the properties owned, leased or operated by it property or the nature of its the business conducted by it makes such qualification or licensing necessary necessary, except where for such jurisdictions in which the failure to be so qualified or licensed would not have nor reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The Company Each National City Significant Subsidiary has furnished the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its businesses as they are now being conducted. All outstanding shares of capital stock of each National City Significant Subsidiary are owned by National City or made available a Subsidiary of National City (a “National City Subsidiary”) and are validly issued, fully paid and (except pursuant to 12 USC Section 55 in the case of each national bank Subsidiary) nonassessable, are not subject to preemptive rights and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, rights, convertible securities or any other agreements or commitments of any character relating to the Company true and complete copies of the certificate of incorporation, bylaws issued 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 unissued capital stock or other securities of each such any National City Significant Subsidiary andobligating any National City Significant Subsidiary 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 of each such obligating any National City Significant Subsidiary is duly authorizedto 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 Section 5.6(a) of the Company Disclosure Schedule of Exceptions sets forth the name a complete and state or jurisdiction of incorporation correct list of each Subsidiary of its Subsidiaries. Each of the Company and for each such Subsidiaries Subsidiary: (i) its name; (ii) the number and type of its outstanding equity securities and a list of the holders thereof (identifying the number or percentage of such equity securities it holds); and (iii) its jurisdiction of organization. (b) Each Subsidiary of the Company is a corporation or other business legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction Laws of its organization, (ii) state of organization and has full corporate all requisite organizational 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 it is now being conducted, and (iii) is duly qualified qualified, registered or licensed to do business as a foreign corporation entity 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 conducted by it makes such qualification or licensing necessary necessary, except where the failure to be so qualified duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished provided 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 Subsidiary 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. (bc) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock equity securities or other securities 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 are duly authorized, validly issued, fully paid paid, non-assessable and nonassessable (free of any purchase option, call option, right of first refusal or the foreign equivalent for foreign Subsidiaries) offer, subscription right, preemptive right or any similar right and each all such share or other equity interest owned interests are owned, of record and beneficially, by the Company or another one of its Subsidiaries is free and clear of all security interestsLiens. There are no voting trusts, liens, claims, pledges, options, rights proxies or other agreements or understandings with respect to the voting of first refusal, agreements, limitations on any capital stock of any Subsidiary of the Company's . (d) The Company does not own (beneficially or such other Subsidiary's voting rightsof record), charges and other encumbrances directly or indirectly, any equity interests of any nature whatsoeverPerson that is not a Subsidiary of the Company.

Subsidiaries. Set forth on Exhibit F are the only corporations (athe "Subsidiaries") The Schedule with respect to which E-Pub beneficially owns, directly or indirectly, any of Exceptions sets forth the name and state outstanding stock or jurisdiction other equity interests, the holders of incorporation which are entitled to vote for the election of each a majority of its Subsidiariesthe board of directors or other governing body. 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 organizationincorporation, (ii) which jurisdictions are set forth on Exhibit F. Each Subsidiary has full the corporate power and authority and all necessary government approvals to own, lease and operate all of its properties and assets and to conduct carry on its business as presently now conducted and (iii) as proposed to be conducted. Exhibit F sets forth the jurisdictions in which each Subsidiary is duly qualified or licensed to do business as a foreign corporation corporation. Each Subsidiary is duly qualified or licensed and is in good standing as a foreign corporation in each jurisdiction where in which (i) the character nature of the properties owned, leased or operated business conducted by it or the nature character or location of its business the properties owned or leased by it makes such qualification necessary and (ii) the failure so to qualify would, if not remedied, materially impair title to its properties or licensing necessary except where failure its rights to be so qualified enforce contracts against others or licensed would not have, individually or expose it to a material liability in the aggregate, any such jurisdiction. Set forth on Exhibit F is 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 list of each of its Subsidiariespartnership and joint venture agreement or arrangement (such arrangements or entities created thereby, each as amended the "'Joint Ventures") to date. Such organizational documents are in full force and effect, and no such which E-Pub or any 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 Subsidiariesa party. 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) E-Pub and each such share Subsidiary has good title to all shares of stock or other equity interest in the Subsidiaries and Joint Ventures owned by the Company or one of its Subsidiaries is it, free and clear of all security interests, liens, claimscharges, pledgesencumbrances, optionsequities and claims whatsoever, rights and subject to no restrictions on transferability, except as such transferability may be restricted by the provisions of first refusal, agreements, limitations applicable securities laws. The capitalization of each Subsidiary and Joint Venture is set forth on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.Exhibit F.

Subsidiaries. (a) The Section 3.5 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 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 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 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 except where failure qualification. Each Subsidiary has all requisite power and authority to be so qualified or licensed would not have, individually or carry on the businesses in which it is engaged and to own and use the aggregate, a Material Adverse Effectproperties owned and used by it. The Company has furnished or made available to the Company true Buyer complete and complete accurate copies of the certificate of incorporation, bylaws by laws 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 by-laws or indirectly, all other organizational documents. 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 securities) of each such Subsidiary is are duly authorized, validly issued, fully paid paid, nonassessable 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 interestsany restrictions on transfer (other than restrictions under the articles of association, liensSecurities Act and state securities Laws), claims, pledgesSecurity Interests, 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 whatsoevercapital stock of any Subsidiary. There are no outstanding stock appreciation, phantom stock 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 capital stock 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 any other corporation, partnership, limited liability company, joint venture, trust or other business association or entity that is not a Subsidiary. (d) Neither the Company nor any Subsidiary has any branch or any permanent establishment outside its country of incorporation or is or has agreed to become a member of any grouping, partnership or other unincorporated association, joint venture or consortium.

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) Target is a corporation duly incorporated or other business an entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organization, (ii) as the case may be, has full corporate power and authority all corporate, partnership or other entity derived 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 a Material Adverse Effect. Each Subsidiary of Target is duly qualified or licensed to do business as a foreign corporation or entity, as the case may be, 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, have a Material Adverse Effect. The Company has furnished No Subsidiary of Target is in default in any respect in the performance, observation or made available to the Company true and complete copies fulfillment of the certificate any provision of incorporation, its articles of incorporation or bylaws (or comparable similar organizational documents of each of documents). Other than its Subsidiaries, each as amended to date. Such organizational documents are in full force and effectTarget does not beneficially own or control, and no such Subsidiary is in violation directly or indirectly, 5% or more of any provision thereinclass of equity or similar securities of any corporation or other organization whether incorporated or unincorporated. (b) The Company owns beneficiallyAll of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary of Target is owned by Target, directly or indirectly, all free and clear of any Lien and free of any other limitation or restriction (including, without limitation, any restriction on the issued and outstanding right to vote, sell or otherwise dispose of such capital stock or other voting 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 entityownership interests), other than in such Subsidiariesany restrictions imposed under the Securities Act. Each There are no outstanding share (i) shares of capital stock or other voting securities or ownership interests in any of Target’s Subsidiaries, (ii) securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (Target 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 convertible into or exchangeable for shares of all security interestscapital stock or other voting securities or ownership interests in any of Target’s Subsidiaries or (iii) options or other rights to acquire from Target or any of its Subsidiaries, liensor other obligation of Target or any of its Subsidiaries to issue, claimsany capital stock or other voting securities or ownership interests in, pledgesor any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, optionsany of Target’s Subsidiaries. There are no outstanding obligations of Target or any of its Subsidiaries to repurchase, rights redeem or otherwise acquire any of first refusalthe securities referred to in clauses (i), agreements, limitations on the Company's (ii) or such other Subsidiary's voting rights, charges and other encumbrances (iii) of any nature whatsoeverthis Section 5.3(b).

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 organizedformed, validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organization, has all powers (iicorporate or otherwise) has full corporate power and authority 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 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, 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 qualify would not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished All Subsidiaries and their respective jurisdictions of incorporation 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 organization are in full force and effect, and no such Subsidiary is in violation of any provision thereinidentified on Schedule 3.07. (b) The Company owns beneficiallyAll of the outstanding capital stock or other voting securities of each Subsidiary is 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), except for restrictions on transfer under applicable federal and state securities laws,. There are no outstanding (i) securities of each such the Company or any Subsidiary andconvertible into or exchangeable for shares of capital stock or voting securities of any Subsidiary or (ii) options or other rights to acquire from the Company or any Subsidiary, except or other obligation of the Company or any Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Subsidiary (the items in this Section 3.07 (b)(i) and Section 3.07 (b)(ii) being referred to collectively as the “Subsidiary Securities”). There are no outstanding obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. (c) Other than the Subsidiaries set forth in on Schedule 3.07, the Schedule of Exceptions, Company does not presently own an equity or control, directly or indirectly, any interest in any other corporation, partnership or entityassociation, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorizedbusiness entity. Except for strategic relationships to promote the Company’s products and services, validly issuedwhich relationships are conducted through contractual relationships between the Company and its strategic partners, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other but do not involve any equity interest owned by of the Company in any separate legal entities, the Company is not a participant in any joint venture, partnership, or one similar arrangement. (d) Spigot, Inc. incorporated in the State of Delaware was dully dissolved in accordance with the Applicable Law and any and all of its liabilities of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, has been duly discharged or settled in accordance with the Applicable Law. None of the Company, any of its Subsidiaries is free and clear of all security interestsany Seller has received any claim in relation thereof, liens, claims, pledges, options, rights of first refusal, agreements, limitations on including any such claim relating to the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverTax.

Subsidiaries. (a) The Schedule of Exceptions 5.5(a) sets forth the name and state or jurisdiction of incorporation of each Subsidiary and the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, the number of shares of its Subsidiariesauthorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, organized and validly existing and corporation in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power incorporation 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 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, reasonably be expected to have a Material Adverse Effect. The Company Each Subsidiary has furnished all requisite corporate or made available power and authority to the Company true own, lease and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of operate its Subsidiaries, each properties and carry on its business as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinnow conducted. (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 shares of capital stock or other securities of each such Subsidiary is duly authorized, are validly issued, fully paid and nonassessable (non-assessable, and all such shares represented as being 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 are owned free and clear of any and all security interestsLiens. No shares of capital stock are held by any Subsidiary as treasury stock. There is no existing option, lienswarrant, claimscall, pledgesright or Contract to which any Subsidiary is a party requiring, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances there are no convertible securities of any nature whatsoeverSubsidiary outstanding which upon conversion would require, the issuance of any shares of capital stock of any Subsidiary or other securities convertible into shares of capital stock of any 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 of the its jurisdiction of its incorporation or organization, (ii) has full corporate all 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 clause (iii) as 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 Parent true, complete and complete correct copies of the certificate of incorporation, incorporation and bylaws (or comparable similar organizational documents documents) of each Subsidiary of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effectthe Company, and no such Subsidiary is all amendments thereto, as in violation effect as of any provision thereinthe date hereof. (b) The All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company owns beneficiallyhave been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding capital stock or securities of, or other equity interests in, each of the Subsidiaries of the Company, is owned, directly or indirectly, all by the Company, and is owned free and clear of any Encumbrance and free of any other limitation or restriction, other than Encumbrances and other limitations that are, individually or in the aggregate, immaterial. (c) Except for inaccuracies that are, individually or in the aggregate, immaterial, Section 3.3(c) of the issued Company Disclosure Letter (i) lists (A) each Subsidiary of the Company, (B) its jurisdiction of incorporation or organization and outstanding (C) the location of its principal executive office and (ii) sets forth all 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 corporationentity that are owned, partnership directly or entityindirectly, by the Company (other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorizedof, 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 interests in, 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 whatsoeverSubsidiaries).

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) is a corporation or other business entity Company has been duly organized, is validly existing and (where applicable) in good standing under the laws of the its jurisdiction of its organization, (ii) has full corporate power and authority all organizational powers and all necessary government approvals Permits (including, for the avoidance of doubt, all Environmental Permits and FDA Permits) required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) currently conducted, except for those Permits 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 All Subsidiaries of the Company true and complete copies their respective jurisdictions of organization 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 All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company owns beneficiallyis 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 ownership interests). 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 or exercisable 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, or ownership interests in, any Subsidiary of each such Subsidiary is duly authorizedthe Company, validly issued(ii) warrants, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share calls, options or other equity interest owned by rights to acquire from the Company or one any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries is free and clear 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 all security intereststhe Company or (iii) restricted shares, liensrestricted stock units, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting stock appreciation rights, charges and other encumbrances performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based on, directly or indirectly, the value or price of any nature whatsoevercapital stock or other voting securities of, or 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, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock or other voting securities of, or ownership interests in, its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other voting securities of, or ownership interests in, any Person.

Subsidiaries. (ai) The Schedule of Exceptions SSE’s Disclosure Letter sets forth with respect to each of SSE’s direct and indirect Subsidiaries its name, its jurisdiction of incorporation, SSE’s percentage ownership, the number of shares of stock owned or controlled by SSE and the name and state or jurisdiction number of incorporation shares held by any other person who owns any stock of the Subsidiary. SSE owns of record and beneficially all the capital stock of each of its Subsidiaries free and clear of any Liens. There are no contracts, commitments, agreements or understandings relating to SSE’s right to vote or dispose of any equity securities of its Subsidiaries. SSE’s ownership interest in each of its Subsidiaries is in compliance with all applicable laws, rules and regulations relating to equity investments by bank holding companies or Connecticut state banks. (ii) Each of such SSE’s Subsidiaries (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 organizationincorporation, (ii) 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 its the business as presently currently being conducted by it and (iii) is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each jurisdiction where in which the character of the properties owned, owned or 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 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 Effect on such Subsidiary is in violation of any provision thereinSubsidiary. (biii) 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 shares of capital stock or other securities of each such Subsidiary is duly authorized, have been validly authorized and are validly issued, fully paid and nonassessable nonassessable. No shares of capital stock of any Subsidiary of SSE are or 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 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. (or iv) No Subsidiary of SSE other than SSE Bank is an “insured depository institution” as defined in the foreign equivalent for foreign SubsidiariesFDIA and the applicable regulations thereunder. SSE Bank’s deposits are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law. SSE Bank is a member in good standing of the Federal Home Loan Bank of Boston. SSE Bank engages only in activities (and holds properties only of the types) permitted by Connecticut General Statutes 36a-1 et seq. and the regulations promulgated thereunder (the “Banking Laws of Connecticut”) and each such share or other equity interest owned by the Company or one rules and regulations 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 whatsoeverBanking Commissioner promulgated thereunder.

Subsidiaries. (a) The Schedule Except for wholly owned subsidiaries which were formed after the date hereof in the ordinary course of Exceptions sets forth business, the name and state or jurisdiction only Significant Subsidiaries of incorporation of each of its Subsidiariesthe Company are those named in the Company SEC Reports. Each of such Subsidiaries (i) Significant 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 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 carry on its business as presently it is now being conducted and (iii) or currently proposed to be conducted. Each Significant Subsidiary 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 except where the failure to be so qualified or licensed would will not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has furnished or made available to All 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 shares of capital stock or other securities of each such Significant Subsidiary is duly authorized, are validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest those owned by the Company or one by a subsidiary of its Subsidiaries is the Company are owned free and clear of all security interests, any liens, claims, pledges, claims or encumbrances. There are no existing options, rights warrants, calls or other rights, agreements or commitments of first refusal, agreements, limitations on any character relating to the issued or unissued capital stock or other securities of any of the Significant Subsidiaries of the Company. Except as set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and except for wholly owned subsidiaries which are formed after the date hereof in the ordinary course of business, the Company does not directly or such indirectly own any interest in any other Subsidiary's voting rightscorporation, charges and partnership, joint venture or other encumbrances of any nature whatsoeverbusiness association or entity.

Subsidiaries. The entities listed in Exhibit 21.1 to the Registration Statement (athe “Subsidiaries”) The Schedule are the only subsidiaries of Exceptions sets forth the name and state Company or jurisdiction of incorporation of each of its Subsidiariesentities in which the Company owns a controlling interest. Each of such the Subsidiaries (i) has been duly formed and is a corporation or other business entity duly organized, validly existing and as a limited liability company, in each case in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate with 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 described in each of the Registration Statement, the Pricing Disclosure Materials and (iii) is the Final Prospectus, and has been duly qualified or licensed to do business as a foreign corporation entity for the transaction of business and is in good standing under the laws of each other jurisdiction in each jurisdiction which it owns or leases properties or conducts any business so as to require such qualification, 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 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 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 Subsidiary and, except as set forth of the Subsidiaries 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 case have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable (nonassessable; no such equity interests were issued in violation of the preemptive or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by similar rights of any security holder of the Company or one its Subsidiaries. All such equity interests are owned, directly or through other Subsidiaries of its Subsidiaries is the Company, by the Company, free and clear of all any pledge, lien, encumbrance, security interestsinterest, liens, claims, pledges, options, rights of first refusal, agreements, limitations restriction on the Company's voting or such transfer or any other Subsidiary's voting rights, charges and other encumbrances claim of any nature whatsoeverthird party; all of the issued equity interests of each subsidiary of the Company in each case have been issued in compliance with U.S. federal and state securities laws; and conform in all material respects, to the description thereof contained in the Registration Statement, the Pricing Disclosure Materials and the Final Prospectus.

Subsidiaries. (a) The Section 2.5(a) 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 Company Subsidiary; (ii) the number and type of outstanding equity securities of each Company Subsidiary and a list of the holders thereof; (iii) the jurisdiction of organization of each Company Subsidiary; (iv) the names of the officers and directors of each Company Subsidiary; and (v) the jurisdictions in which each Company Subsidiary is qualified or holds licenses to do business as a foreign corporation or other business entity. For purposes of this Agreement, a “Subsidiary” shall mean any corporation, partnership, joint venture or other entity in which a Party has, directly or indirectly, an equity interest representing 50% or more of the equity securities thereof or other equity interests therein; a “Company Subsidiary” is a Subsidiary of the Company and a “Parent Subsidiary” is a Subsidiary of the Parent. (b) Each Company 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 Company 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 Company 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 dateCompany Subsidiary. Such organizational documents are in full force and effect, and no such No Company 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 Company 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 (i) are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable free of preemptive rights, (or the foreign equivalent for foreign Subsidiariesii) are held of record and each such share or other equity interest owned beneficially by either the Company or one of its Subsidiaries is any other Company Subsidiary and (iii) are held or owned free and clear of all security interests, liensany restrictions on transfer (other than restrictions under the Securities Act and state or other applicable securities laws), claims, pledgesSecurity Interests, options, warrants, rights, contracts, calls, commitments, equities and demands. Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Company 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 Company Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Company 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 Company Subsidiary. (c) Except as set forth in Section 2.5(c) of the Company 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 Company Subsidiary.

Subsidiaries. (a) The Set forth in Schedule 3.2 hereto is a true and complete list of Exceptions sets forth the name and state or all Subsidiaries stating, with respect to each Subsidiary, its jurisdiction of incorporation or organization, date of each of its Subsidiariesincorporation or organization, capitalization and equity ownership. Each of such Subsidiaries (i) Subsidiary is a corporation duly incorporated or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) has full all requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets to carry on its businesses as they are now being conducted, and no Subsidiary is required to conduct its business as presently conducted and (iii) is duly qualified or licensed qualify to do business as a foreign corporation and is in good standing in each jurisdiction where the character any other jurisdiction. All of the properties ownedoutstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued, leased are fully paid and non-assessable, have not been issued in violation of any preemptive or operated other right of stockholders (or any other Person) or of any Legal Requirements, and are owned beneficially and of record by it or the nature Company as specified on Schedule 3.2, free and clear 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 Effectany Lien. The Company has furnished or made available to the Company true Complete and complete correct copies of the certificate of incorporation, bylaws or comparable organizational documents Charter Documents of each of its SubsidiariesSubsidiary, each as amended to date. Such organizational documents are and currently in full force and effect, and no such are attached hereto as Schedule 3.2. No Subsidiary is in violation of any provision therein. (b) The of the provisions of its Charter Documents. Except as described in Schedule 3.2 hereto, neither Company owns beneficiallynor any Subsidiary owns, directly or indirectly, all of the issued and outstanding capital stock any ownership, equity, profits or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity voting interest in any other corporation, partnership or entity, Person (other than in Subsidiaries) or has any agreement or commitment to purchase any such Subsidiaries. Each outstanding share of capital stock interest, and Company and its Subsidiaries have not agreed and are not obligated to make nor are bound by any written, oral or other securities of each such Subsidiary is duly authorizedagreement, validly issuedcontract, fully paid and nonassessable (subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment 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 undertaking of any nature whatsoevernature, as of the date hereof or any date hereafter, under which any of them may be obligated to make any future investment in or capital contribution to any other entity.

Subsidiaries. (a) The Section 2.5 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 (i) the name of each corporation, partnership, joint venture or other entity in which any Company Entity has, directly or indirectly, an equity interest representing fifty percent (50%) or more of the equity interests therein (collectively, the “Subsidiaries”), (ii) the number and type of outstanding equity securities of each Subsidiary, and the number of shares held, directly or indirectly, by any person, and (iii) the jurisdiction of organization of each Subsidiary. No Company Entity has a direct or indirect ownership interest in any corporation, partnership, joint venture or other entity other than a Subsidiary. (b) 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) 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 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 the failure to be so qualified or licensed in good standing has not had and would not have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Each Subsidiary has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. All of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. There are no outstanding options, warrants, rights, agreements or commitments to which Parent, Parent GH, Parent Brazil or any Company has furnished Entity is a party or made available which are binding on any of them providing for the issuance, disposition or acquisition of any capital stock of any Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary. There are no voting trusts, proxies or other agreements or understandings 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 voting of any provision therein. (b) The Company owns beneficially, directly or indirectly, all capital stock of any Subsidiary. All of the issued and outstanding capital stock or other voting 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 Company PR) 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 Company, directly or one of its Subsidiaries is indirectly, free and clear of all security interestsany Encumbrance. As of the date hereof, liensthere is no action, claimssuit, pledgesproceeding, optionsclaim, rights arbitration or investigation involving any Company Entity on one side and any other prior holder of first refusal, agreements, limitations equity or ownership interests in a Subsidiary (a “Third Party Equity Holder”) on the other side which is pending or, to the Company's or such other Subsidiary's voting rights’s knowledge, charges threatened against any Company Entity by a Third Party Equity Holder. (c) The Company owns beneficially and other encumbrances of record, and has good and valid title to the Company Malaysia Shares, free and clear of any nature whatsoeverEncumbrance. Upon payment in full of the Company Malaysia Purchase Price, good and valid title to the Company Malaysia Shares will pass to CayCo Buyer, free and clear of any Encumbrances. There are no agreements to which the Company is a party or by which it is bound with respect to the voting (including voting trusts or proxies) or registration under the Securities Act of any of the Company Malaysia Shares.

Subsidiaries. (a) The Section 3.2 of the Company Disclosure Schedule of Exceptions 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 number of shares held by any other person who owns any stock of the Subsidiary. As used in this Agreement, the word “Subsidiary” when used with respect to any party, means any corporation, partnership, limited liability company, bank, trust or jurisdiction other organization, whether incorporated or unincorporated, which is (i) consolidated with such party for financial reporting purposes or (ii) directly or indirectly (through one or more intermediaries) controlled by or owned more than fifty percent (50%) by such party (for the avoidance of incorporation doubt, with respect to the Company, the statutory business trusts related to the trust preferred securities issued or assumed by the Company are Subsidiaries of the Company). The Company owns of record and beneficially all the capital stock or other equity interests of each of its Subsidiaries free and clear of any charge, mortgage, pledge, security interest, claim, lien or encumbrance (“Lien”). 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 of its Subsidiaries is in compliance with all applicable laws, rules and regulations relating to equity investments by bank holding companies or Virginia-chartered banks. (b) Each of such the Company’s Subsidiaries (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 organizationincorporation or formation, (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 its the business as presently currently being conducted by it and (iii) is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each jurisdiction where in which the character of the properties owned, owned or 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 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 Effect on 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 thereinCompany. (bc) 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 shares of capital stock or other securities of each such Subsidiary is duly authorized, 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. (d) WashingtonFirst Bank is a Virginia-chartered bank. No Subsidiary of the Company other than WashingtonFirst Bank is an “insured depository institution” as defined in the Federal Deposit Insurance Act, as amended, and the applicable regulations thereunder. WashingtonFirst Bank’s deposits are insured 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”) through the Deposit Insurance Fund to the fullest extent permitted by law.

Subsidiaries. (a) The Section 4.2 of the Company Disclosure Schedule of Exceptions sets forth (i) the name and state of each Subsidiary of the Company; (ii) the name of each corporation, partnership, joint venture or jurisdiction other entity (other than such Subsidiaries) in which the Company or any of incorporation 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 of its Subsidiaries. Each of such Subsidiaries corporations described in clauses (i) is and (ii) above, (A) the jurisdiction of incorporation, (B) the percentage of each class of voting capital stock owned by the Company or any of its Subsidiaries, (C) a corporation description of any contractual limitations on the holder's ability to vote or alienate such securities, (D) a description of any outstanding options or other business rights to acquire securities of such corporation, and (E) a description of any other contractual charge or impediment which would limit or impair the Company's or any of its Subsidiaries' ownership of such entity or interest or its ability effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to clause (iii) above with regard to corporate entities. (b) Each Subsidiary of the Company 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 registered, qualified, authorized or licensed in good standing would not have, individually or in the aggregate, 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 beneficially, directly or indirectly, all All of the issued and outstanding capital stock equity or other securities participating 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 have been duly authorized, authorized and validly issued, are fully paid and nonassessable (or non-assessable, and, to the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest extent owned by the Company or one as indicated on Section 4.2 of its Subsidiaries is the Company Disclosure Schedule, are owned 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.and

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 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 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 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 Subsidiariesmaterial Company 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 Subsidiary andCompany 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 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 Securities of the Company Subsidiaries) and each such share , the Company 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 2.5(a) 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 Company Subsidiary; (ii) the number and type of outstanding equity securities of each Company Subsidiary and a list of the holders thereof; (iii) the jurisdiction of organization of each Company Subsidiary; (iv) the names of the officers and directors of each Company Subsidiary; and (v) the jurisdictions in which each Company Subsidiary is qualified or holds licenses to do business as a foreign corporation or other business entity. For purposes of this Agreement, a “Subsidiary” shall mean any corporation, partnership, joint venture or other entity in which a Party has, directly or indirectly, an equity interest representing 50% or more of the equity securities thereof or other equity interests therein; a “Company Subsidiary” is a Subsidiary of the Company and a “Parent Subsidiary” is a Subsidiary of the Parent. (b) Each Company 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 Company 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 Company 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 dateCompany Subsidiary. Such organizational documents are in full force and effect, and no such No Company 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 Company 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 Company 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 other Company 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 or other applicable securities laws), claims, pledgesSecurity Interests, options, warrants, rights, contracts, calls, commitments, equities and demands. Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Company 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 Company Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Company 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 Company Subsidiary. (c) Except as set forth in Section 2.5(c) of the Company 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 Company Subsidiary.

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions the GFI Disclosure Letter sets forth forth, prior to and following the name Pre-Closing Reorganization, (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and state or collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and 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 CME 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 (or the foreign equivalent for foreign Subsidiaries) and each no 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 Securities have been issued in violation of any nature whatsoeverpreemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity.

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 has full corporate not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company has all corporate, limited liability company or comparable 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 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 Except as set forth in Section 4.06(a) of the Company true Disclosure Letter (such Section 4.06(a) to include the type of and complete copies percentage of voting, equity, profits, capital and other beneficial interest held by the Company in such Subsidiary), each Subsidiary of the Company is directly or indirectly wholly owned by the Company. (b) All of the outstanding capital stock or other voting securities of or other ownership interests in each Subsidiary of the Company that are owned by the Company, directly or indirectly, are so owned free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests), in each case other than (w) Liens existing under the terms of the certificate of incorporation, limited liability company agreement, limited partnership agreement, bylaws or comparable other organizational documents of each such Subsidiary (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 the Company or any of its Subsidiaries convertible into, or exchangeable for, shares of capital stock or other voting securities of or other 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, each as amended or other obligations of the Company or any of its Subsidiaries to date. Such organizational documents 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 any of its Subsidiaries that are in full force and effectderivative of, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyor 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 each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest or other ownership interests in any other corporation, partnership or entity, other than Subsidiary of the Company (the items in such Subsidiariesclauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). Each There are no outstanding share obligations 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 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 whatsoeverCompany Subsidiary Securities.

Subsidiaries. (a) The Section 3.3 of the Company Disclosure Schedule sets forth, as of Exceptions sets forth the date of this Agreement, the name and state or jurisdiction of incorporation organization of each Subsidiary of its Subsidiariesthe Company. Each For purposes of this Agreement, the term “Subsidiary” means, with respect to any party, any corporation, partnership, trust, limited liability company or other entity or non-corporate business enterprise in which such party (or another Subsidiary of such Subsidiaries (iparty) is a corporation holds stock or other business ownership interests representing (A) more than 50% of the voting power of all outstanding stock or ownership interests of such entity or (B) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity. With respect to each of the Subsidiaries, the Company has delivered, or made available, to the Buyer true, correct and complete copies, as amended to date, of each certificate of incorporation, by-laws, committee charters, codes of conduct, operating agreement or other governance documents, and copies of all written consents and minutes of meetings of the boards of directors, managers or other governing body, committees of any such board or body and of the equity holders executed or held prior to the date hereof. All of the foregoing documents and instruments are in full force and effect and no Subsidiary is in violation of any provision of any of such documents or instruments. (b) Each Subsidiary of the Company is duly organized, validly existing and in good standing (to the extent such concepts are applicable) under the laws of the jurisdiction of its organization, (ii) has full corporate all requisite company 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 (iii) as proposed to be conducted, and is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign company (to the extent such concepts are applicable) in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its business activities, in any material respect, 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 and complete copies All 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 shares of capital stock and other equity securities or other securities interests of each such Subsidiary is of the Company are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable free of preemptive rights and all such shares (other than directors’ qualifying shares in the case of non-U.S. Subsidiaries, all of which the Company has the power to cause to be transferred for no or nominal consideration to the Company or the foreign equivalent for foreign SubsidiariesCompany’s designee) are owned, of record and each such share or other equity interest owned beneficially, by the Company or one another of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on in the Company's or such other Subsidiary's ’s voting rights, charges and or other encumbrances encumbrances. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any of its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any nature whatsoevercapital stock of any Subsidiary of the Company. There is no outstanding equity compensation right or obligation with respect to any Subsidiary of the Company. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of the Company. (c) 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 or entity which is not a Subsidiary of the Company.

Subsidiaries. (a) The Schedule of Exceptions Company Disclosure Letter sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesSubsidiary. Each of such the 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 havenot, individually or in the aggregate, have a Company Material Adverse Effect. 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 of each of its SubsidiariesSubsidiary, 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 the Company owns beneficiallyDisclosure Letter, directly the Company or indirectly, its Subsidiaries own beneficially and of record 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, and does not own an equity interest in any other corporation, partnership or entity, other than in such the 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 another Subsidiary 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 2.3.1 Section 2.3.1 of the Disclosure Schedule of Exceptions sets forth the name of each corporation, limited liability company, general or limited partnership or other entity that is controlled, directly or indirectly, by Consumers (a "subsidiary") and state or the jurisdiction of incorporation of each of its Subsidiariesorganization. Each of such Subsidiaries (i) subsidiary is a corporation or other business entity partnership duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) organization and has full the corporate or partnership 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 now being conducted, except where the failure to be so organized, existing and (iii) in good standing or to have such power and authority or necessary governmental approvals would not individually or in the aggregate have a Material Adverse 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 conducted by it makes 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 have, individually or in the aggregate, aggregate have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies . 2.3.2 Section 2.3.2 of the certificate Disclosure Schedule sets forth, as to each subsidiary of incorporationConsumers, bylaws or comparable organizational documents of each its authorized capital structure and the number of its Subsidiaries, each as amended to date. Such organizational documents are in full force issued and effect, and no such Subsidiary is in violation outstanding shares of any provision thereincapital stock or other ownership units. (b) The Company owns beneficially2.3.3 Except as set forth in Section 2.3.3 of the Disclosure Schedule, Consumers is, directly or indirectly, the record and beneficial owner of all of the issued and outstanding shares of capital stock or other securities ownership units of each of its subsidiaries, and no capital stock or other ownership units of any subsidiary is 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 or other ownership units of any subsidiary, and there are no contracts, commitments, understandings or arrangements by which Consumers or any of its subsidiaries is or may be bound to issue, redeem, purchase or sell additional shares of capital stock or other ownership units of any subsidiary or securities convertible into or exchangeable or exercisable for any such Subsidiary shares or units. All of such shares and other ownership units are validly issued, fully paid and nonassessable and, except as set forth in Section 2.3.3 of the Schedule of ExceptionsDisclosure 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 Consumers, or one by another wholly-owned subsidiary of its Subsidiaries is Consumers, free and clear of all security interests, liens, claims, pledgesencumbrances, optionsrestraints on alienation, rights of first refusal, agreements, limitations or any other restrictions with respect to the transferability or assignability thereof (other than restrictions on the Company's transfer imposed by federal or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverstate securities laws).

Subsidiaries. (a) The Schedule of Exceptions 5.04 hereto correctly sets forth as of December 31, 2006 the name names, forms of legal entity 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 not 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 best 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 would and in good standing does 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 conduct its business and to own and lease its properties. (c) Each Subsidiary is in violation of compliance with all Laws and other 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 Agency that are necessary for the transaction of each such Subsidiary andits business, except as set forth where the failure to be in the Schedule of Exceptionssuch compliance, obtain such authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or obtain such exemptions, 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 whatsoeverhave a Material Adverse Effect.

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions the GFI Disclosure Letter sets forth forth, prior to and following the name Pre-Closing Reorganization, (i) each Subsidiary of GFI (individually, a "GFI Subsidiary" and state or collectively, the "GFI Subsidiaries"), (ii) the number of authorized, allotted, issued and 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 CME 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 (or the foreign equivalent for foreign Subsidiaries) and each no 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 Securities have been issued in violation of any nature whatsoeverpreemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity.