Common use of Organization, Standing and Corporate Power Clause in Contracts

Organization, Standing and Corporate Power. The Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Company Each of TopCo and Parent is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. Each of the CompanyParent’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the CompanyParent’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company Parent has made available to Parent the Company prior to the execution of this Agreement (i) a true and complete copy of (A) the Amended and Restated Certificate of Incorporation Limited Partnership of the Company Parent (the “Company Parent Certificate of IncorporationPartnership”) and the By-laws Third Amended and Restated Agreement of the Company Limited Partnership of Parent (the “Company By-lawsParent Partnership Agreement”), in each case as amended to (B) the organizational documents of TopCo, (C) the Certificate of Limited Partnership of ETP and in effect as the Agreement of Limited Partnership of ETP (the date of this “ETP Partnership Agreement”), and (iiD) the certificate Certificate of limited partnership Limited Partnership of WPZ SXL and the partnership agreement Agreement of WPZ Limited Partnership of SXL (the “WPZ SXL Partnership Agreement”), in each case of clauses (A) through (D), as amended to and in effect as of the date of this Agreement. Upon the request of Parentthe Company, the Company Parent will make available to Parent the Company the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction incorporation or formation, as the case may be. Each of organization the Company and has its Subsidiaries have all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted other than such corporate power and authority, franchises, licenses, permits, authorizations and approvals the lack of which, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, such jurisdictions being set forth on Section 3.01(a) of the Company Disclosure Schedule, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing has not had and the aggregate would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true complete and complete copy of the Amended and Restated Certificate of Incorporation accurate copies of the Company Charter and its Bylaws (the “"Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”Bylaws"), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the shareholders of the Company and each of its Subsidiaries, the Board of Directors of the Company and each of its Subsidiaries and the committees of each such Board of Directors, in each case held since October 1, 1999 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Company is and each of its Subsidiaries has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of its the jurisdiction of organization its incorporation or formation, as the case may be, and has all requisite corporate power and authority necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted currently conducted, except, in the case of Subsidiaries that, individually or in the aggregate, do not own more than 5% of the consolidated assets of the Company and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature its Subsidiaries as of its business or the ownershipDecember 31, leasing or operation of its properties makes such qualification or licensing necessary2010, other than where the failure to be so qualifiedorganized, licensed existing and in good standing, or to have such power and authority, individually or in good standing the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted The Company and each of the Company’s its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Lawwith respect to jurisdictions that recognize that concept) in each jurisdiction where in which the conduct or nature of its business or the ownership, leasing or operation of its properties or other assets makes such qualification qualification, licensing or licensing good standing necessary, other than except where the failure to be so qualified, licensed or in good standing (with respect to jurisdictions that recognize that concept) individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution date of this Agreement (i) a true Agreement, true, complete and complete copy accurate copies of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of IncorporationCertificate”) ), and the By-laws Amended and Restated Bylaws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Each of the Company and GBC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each Retained Subsidiary is, and each other subsidiary of the Company that will be a significant subsidiary (as defined in Section 10.03) of GBC as of the Closing Date is, a corporation or other legal entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction organization as set forth in Section 4.01(b) of organization the Company Disclosure Schedule. Each of the Company, the Retained Subsidiaries and has all requisite corporate power GBC is, and authority to carry on its business each other subsidiary of the Company that will be a significant subsidiary of GBC as presently conducted and is of the Closing Date is, duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing has not had and would not reasonably be expected to have, individually or in the aggregateaggregate would not have a material adverse effect (as defined in Section 10.03) on the Retained Companies or on the GBC Companies or impair the ability of the Retained Companies or the GBC Companies to consummate the transactions contemplated by, a Company Material Adverse Effector to satisfy their obligations under, the Transaction Agreements. Each of the Company’s Subsidiaries is duly organizedCompany and each Retained Subsidiary has, validly existing and in good standing (where such concept is recognized under applicable Law) under GBC and each other subsidiary of the Laws Company that will be a significant subsidiary of its jurisdiction GBC as of organization and has all the Closing Date has, the requisite corporate or similar power other power, as the case may be, and authority to carry on its business businesses as presently they are now being or will be conducted and each of at the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffective Time. The Company has delivered or made available to Parent prior to the execution of this Agreement (i) a true complete and complete copy correct copies of the Amended and its Restated Certificate of Incorporation and By-laws and the certificates of incorporation and by-laws (or comparable organizational documents) of each of the Retained Subsidiaries and each other subsidiary of the Company (the “Company Certificate that will be a significant subsidiary of Incorporation”) and the By-laws GBC as of the Company (the “Company By-laws”)Closing Date, in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Company and each Company Subsidiary is duly organizeda corporation, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to carry on its business as presently conducted and is duly qualified limited partnership, limited liability company or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is legal entity duly organized, validly existing and in good standing (in such jurisdictions where such concept is recognized under applicable Lawapplicable) under the Laws laws of the jurisdiction of its jurisdiction of organization and has all the requisite corporate or similar entity power and authority to carry on its business as presently conducted now being conducted. The Company and each of the Company’s Subsidiaries Company Subsidiary is duly qualified or licensed to do business and is in good standing (in such jurisdictions where such concept is recognized under applicable Lawapplicable) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, qualified (individually or in the aggregate, ) would not have a Company Material Adverse Effect (as hereinafter defined). For purposes of this Agreement, (x) a "Company Subsidiary" means each subsidiary of the Company, and (y) a "Company Material Adverse Effect" means any change, circumstance, effect, event or occurrence that (i) would be materially adverse to the assets, Liabilities, business, financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole, other than any change, circumstance, effect, event or occurrence resulting from (A) changes in general economic conditions affecting the United States, (B) general changes or developments in the industries in which the Company and the Company Subsidiaries operate or (C) the announcement of this Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on the relationships, contractual or otherwise, with any customers, distributors, partners or employees of the Company and the Company Subsidiaries to the extent due to the announcement of this Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on the relationships, contractual or otherwise, with any customers, distributors, partners or employees of FNF to the extent due to the announcement of this Agreement or the identity of the parties hereto, unless, in the case of the foregoing clauses (A) and (B), such changes referred to therein have a materially disproportionate effect on the Company and the Company Subsidiaries taken as a whole relative to other participants in the industry in which the Company and the Company Subsidiaries operate, or (ii) would have a material adverse effect on the ability of the Company to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. The Company has delivered or made available to Parent prior to the execution of this Agreement (i) a true FNF complete and complete copy of the Amended and Restated Certificate of Incorporation correct copies of the Company (the “Company Certificate of Incorporation”) Charter and the Company By-laws and of the certificates of incorporation and by-laws, or other organizational documents, of each of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Company is duly organized, validly existing and in good standing under the Laws of the Commonwealth of Pennsylvania and has all requisite corporate power and authority to carry on its business as presently conducted and as presently proposed to be conducted. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate (or similar) power and authority to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure as presently proposed to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectconducted. Each of the Company’s Subsidiaries is duly organized, validly existing Company and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a Agreement, true and complete copy of the Amended and Restated Certificate of Incorporation copies of the Company (the “Company Certificate Articles of Incorporation”) and the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent Bylaws and the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent true and in effect as complete copies of the date minutes (or, in the case of this Agreementminutes that have not yet been finalized, drafts thereof) of, and resolutions approved and adopted at, all meetings of the stockholders of the Company and each of its Subsidiaries, the Company Board and the boards of directors of each of its Subsidiaries and the committees of each of such boards of directors, in each case held since January 1, 2008. The Company is not in violation of any of the provisions of the Company Articles of Incorporation or Company Bylaws.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries is duly incorporated (or if not a corporation, duly organized), validly existing and in good standing under the Laws laws of its the jurisdiction of organization in which it is incorporated and has all the requisite corporate or other power and authority to carry on its business as presently conducted now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing has not had and qualified would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect on the Company. For purposes of this Agreement, a "Material Adverse Effect. Each " with respect to any person means a material adverse effect on (i) the ability of such person to perform its obligations under this Agreement or to consummate the Company’s Subsidiaries is duly organizedtransactions contemplated hereby or (ii) the financial condition, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation results of operations of such person and its properties makes such qualification or licensing necessarySubsidiaries taken as a whole, other than where any change, circumstance or effect relating to (i) the economy or securities markets in general, (ii) the industries in which such person operates and not specifically relating to such person, (iii) the performance of this Agreement or the transactions contemplated hereby in accordance with the terms of this Agreement or (iv) the failure of any stockholder of NetRatings, Inc. ("NetRatings") to be so qualified, licensed execute Addendum No. 1 to the Restated Stockholders Agreement or in good standing has not had and would not reasonably be expected Addendum No. 1 to have, individually the Restated Rights Agreement to the extent the rights of the Company or in the aggregate, a Company Material Adverse EffectNetRatings are dependent on such stockholder executing such agreements. The Company has delivered or made available to Parent prior to the execution of this Agreement (i) a true true, complete and complete copy correct copies of the Amended certificate of incorporation and Restated Certificate of Incorporation by-laws or comparable governing documents of the Company (the “Company Certificate of Incorporation”) and the By-laws each Subsidiary of the Company (the “Company By-laws”)Company, in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon Exhibit 21 to the request Company's Annual Report on Form 10-K for the year ended December 31, 1998 sets forth a true, correct and complete list of Parentall Subsidiaries of the Company required to be so reported. Except as set forth in such Exhibit 21, all Subsidiaries of the Company are wholly owned directly or indirectly by the Company. Except as set forth in Section 4.1(a) of the Disclosure Letter, the Company will make available to Parent does not own, directly or indirectly, any capital stock or other equity interest in any person other than the comparable organizational documents of each of its Subsidiaries other Subsidiariesthan such capital stock and other equity interests with a carrying value, in each case as amended to and the aggregate, not in effect as excess of the date of this Agreement$1,000,000.

Organization, Standing and Corporate Power. The Company is and each of its Subsidiaries has been duly organized, is validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its the jurisdiction of organization its incorporation or formation, as the case may be, and has all requisite corporate or other power and authority and possesses all Permits necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted currently conducted, except where the failure to possess such Permits, individually or in the aggregate, would not have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to perform its obligations under this Agreement or prevent or materially impede, hinder or delay the consummation of the Merger or the other transactions contemplated hereby. Section 4.1 of the Company Disclosure Schedule identifies each jurisdiction where the Company is qualified or licensed to do business. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (where with respect to jurisdictions that recognize such concept is recognized under applicable Lawconcept) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification qualification, licensing or licensing good standing necessary, other than except where the failure to be so qualified, qualified or licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Company Material Adverse Effect. Each Effect or prevent or materially impair the ability of the Company’s Subsidiaries is duly organizedCompany to perform its obligations under this Agreement or prevent or materially impede, validly existing and in good standing (where such concept is recognized under applicable Law) under hinder or delay the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each consummation of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business Merger or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated hereby. The Company has made available to Parent Parent, prior to the execution date of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the its Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of IncorporationCertificate”) and the Amended and Restated By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries has been duly organized and is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction incorporation or formation, as the case may be. Each of organization the Company and its Subsidiaries has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted currently conducted, except where the failure to have such government licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy of the Amended and Restated Certificate of Incorporation accurate copies of the Company (the “Company Certificate of Incorporation”) and the its By-laws of the Company (the “"Company By-laws”"), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Boards of Directors of the Company and each of its Subsidiaries and the committees of each of such Boards of Directors, in each case held since January 1, 2004 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed by its management to be conducted, except where the failure to have such government licenses, permits, authorizations or approvals individually or in the aggregate has not had and could not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the Company Articles and its Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the shareholders of the Company and each of its Subsidiaries, the Boards of Directors of the Company and each of its Subsidiaries and the committees of each of such Boards of Directors, in each case held since January 1, 2003 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Each of the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws laws of its the jurisdiction of organization in which it is incorporated and has all the requisite corporate power and authority to carry on its business as presently conducted now being conducted. Each of the Company and each of its subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed (individually or in good standing has not had and would the aggregate) could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing Effect (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdefined below). The Company has made available to Parent prior to the execution complete and correct copies of this Agreement (i) a true its certificate of incorporation and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) by-laws and the Bycertificates of incorporation and by-laws of the Company (the “Company By-laws”)its subsidiaries, in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon For purposes of this Agreement, a "subsidiary" of any person means another person, an amount of the request voting securities, other voting ownership or voting partnership interests of Parentwhich is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person. For the purposes hereof, "Material Adverse Effect" means a material adverse effect on (a) the assets, liabilities, condition (financial or otherwise), business, properties, results of operations or prospects of the Company will make available to Parent and its subsidiaries taken as a whole or (b) the comparable organizational documents consummation of each the transactions contemplated hereby; provided that occurrences or events resulting from (i) changes in the prices of its oil, gas, natural gas liquids or other Subsidiarieshydrocarbon products, (ii) changes in general economic conditions, including general stock market conditions and interest rate changes, or (iii) the adverse determination of any pending litigation disclosed in the Disclosure Schedule shall in each case as amended to and in effect as be excluded from consideration for purposes of the date effect of this Agreementan occurrence or event on the Company and its subsidiaries taken as a whole.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries is duly incorporated (or if not a corporation, duly organized), validly existing and in good standing under the Laws laws of its the jurisdiction of organization in which it is incorporated and has all the requisite corporate or other power and authority to carry on its business as presently conducted now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing has not had and qualified would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect on the Company. For purposes of this Agreement, a "Material Adverse Effect. Each " with respect to any person means a material adverse effect on (a) the ability of such person to perform its obligations under this Agreement or to consummate the transactions contemplated hereby or (b) the financial condition, business or results of operations of such person and its Subsidiaries taken as a whole, other than any change, circumstance or effect relating to (i) the economy or securities markets in general, (ii) the industries in which such person operates and not specifically relating to such person, (iii) the performance of this Agreement or the transactions contemplated hereby in accordance with the terms of this Agreement or (iv) any development relating to the action commenced by Information Resources, Inc. on July 29, 1996 in the United States District Court for the Southern District of New York, naming as defendants The Dun & Bradstreet Corporation, A.C. Xxxxxxx Xxxpany (a subsidiary of the Company’s Subsidiaries is duly organized) and I.M.S. International, validly existing Inc., and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectany related proceedings. The Company has delivered or made available to Parent prior to the execution true, complete and correct copies of this Agreement (i) a true and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership incorporation and by-laws or comparable governing documents of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”)Company, in each case as amended or restated to and in effect as of the date of this Agreement. Upon the request Schedule B sets forth a true, correct and complete list of Parent, all Subsidiaries of the Company will make available required to Parent be reported on Exhibit 21 to the comparable organizational documents Company's Annual Report on Form 10-K. Except as set forth in such Schedule B, all Subsidiaries of each of its the Company required to be so reported are wholly owned directly or indirectly by the Company. The Company does not own, directly or indirectly, any capital stock or other Subsidiariesequity interest in any person other than the Subsidiaries other than such capital stock and other equity interests with a carrying value, in each case as amended to and the aggregate, not in effect as excess of the date of this Agreement$1,000,000.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries (i) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of its organization and (except, in the case of good standing, for entities organized under the Laws of any jurisdiction that does not recognize such concept), (ii) has all requisite corporate corporate, company, partnership or other organizational power and authority to carry on its business as presently currently conducted and (iii) is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where (except, in the case of good standing, any jurisdiction that does not recognize such concept) in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualifiedorganized, existing, qualified or licensed or in good standing has not had and would not reasonably be expected (except, in the case of clause (i) above, with respect to havethe Company), individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent prior complete and correct copies of the certificate of incorporation of the Company, as amended to the execution date of this Agreement (i) a true the “Company Certificate”), and complete copy the bylaws of the Amended and Restated Certificate Company, as amended to the date of Incorporation of the Company this Agreement (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ incorporation and the partnership agreement of WPZ bylaws (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable or similar organizational documents documents) of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. The Company has made available to Parent complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries held since October 1, 2006 (other than portions of any minutes (or drafts thereof) related to the transactions contemplated by this Agreement or any Takeover Proposal). The Company has made available to Parent complete and correct copies of all resolutions of the Board of Directors of the Company, and each committee thereof, in respect of this Agreement and the transactions contemplated hereby.

Organization, Standing and Corporate Power. The Company is duly organized, validly existing Each of Parent and in good standing under the Laws each of its jurisdiction of organization and has all requisite corporate power and authority to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Significant Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (where with respect to jurisdictions which recognize such concept is recognized under applicable Lawconcept) under the Laws of its the jurisdiction of organization in which it is organized and has all the requisite corporate or similar power other power, as the case may be, and authority to carry on its business as presently conducted now being conducted. The Parent and each of the Company’s its Significant Subsidiaries is duly qualified or licensed to do business and is in good standing (where with respect to jurisdictions which recognize such concept is recognized under applicable Lawconcept) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than where in such jurisdictions in which the failure to be so qualified, qualified or licensed or to be in good standing has not had and would not reasonably be expected to have, individually or in the aggregateaggregate could not be reasonably expected to have a material adverse effect on the business, financial condition or results of operations of Parent and each of its Subsidiaries, taken as a whole, or on the ability of Parent and Sub to perform their respective obligations under this Agreement (any such effect, a "Parent MAE"). Parent has delivered to the Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true complete and complete copy correct copies of the Amended its articles of incorporation and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”)bylaws, in each case as amended to date and in effect as of proposed to be amended and restated at the date of this Agreement, Parent Shareholders Meeting (as so amended and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parentrestated, the Company will make "Amended Parent Constituent Documents") and has made available to Parent the Company the articles of incorporation and bylaws (or comparable organizational documents documents) of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreementdate.

Organization, Standing and Corporate Power. The Company is a legal entity duly organized, validly existing and in good standing under the Laws Law of its jurisdiction of organization and has all requisite corporate power and authority to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws Law of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true and complete copy copies of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws Second Amended and Restated Bylaws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and organization. The Company has all requisite corporate power and authority to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than except where the any failure to be so qualifiedqualified or license would not be, licensed or in good standing has not had and would not reasonably be expected to havebe, individually or in material to the aggregateCompany and its Subsidiaries, taken as a Company Material Adverse Effectwhole. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than necessary except where the any failure to be so qualifiedqualified or licensed would not be, licensed or in good standing has not had and would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries taken as a Company Material Adverse Effectwhole. The Company has made available to Parent prior to the execution of this Agreement (i) a true and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws Amended and Restated Bylaws of the Company (the “Company By-lawsBylaws”), in each case as amended to ) and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries (i) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of its organization and (except, in the case of good standing, for entities organized under the Laws of any jurisdiction that does not recognize such concept), (ii) has all requisite corporate corporate, company, partnership or other organizational power and authority to carry on its business as presently currently conducted and (iii) is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where (except, in the case of good standing, any jurisdiction that does not recognize such concept) in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualifiedorganized, existing, qualified or licensed or in good standing has not had and would not reasonably be expected to havestanding, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true complete and complete copy correct copies of the Amended and Restated Certificate of Incorporation of the Company Company, as amended to the date of this Agreement (the “Company Certificate of IncorporationCertificate”) ), and the By-laws Amended and Restated Bylaws of the Company Company, as amended to the date of this Agreement (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ incorporation and the partnership agreement of WPZ bylaws (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable or similar organizational documents documents) of each of its other material Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. The Company has made available to Parent complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its material Subsidiaries held since January 1, 2008.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing (in the jurisdictions that recognize the concept of good standing) under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed by its management to be conducted, except where the failure to be in good standing, have such power or authority or possess such governmental licenses, permits, authorizations or approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such in jurisdictions that recognize the concept is recognized under applicable Lawof good standing) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy of the Amended and Restated Certificate of Incorporation accurate copies of the Company Certificate and its Bylaws (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the shareholders of the Company and each of its Subsidiaries, the Boards of Directors of the Company and each of its Subsidiaries and the committees of each of such Boards of Directors, in each case held since April 1, 2006 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Company Each of Parent, Sub and each of Parent's subsidiaries (each a "Parent Subsidiary") is a corporation, partnership or other legal entity duly organized, validly existing and in good standing under the Laws laws of its the jurisdiction of organization in which it is organized and has all the requisite corporate power and authority to carry on its business as presently conducted now being conducted. Each of Parent, Sub and each Parent Subsidiary is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or in good standing has not had and would not reasonably be expected to have, (individually or in the aggregate) would not (i) have a material adverse effect on the business, properties, financial condition or results of operations of Parent and the Parent Subsidiaries, taken as a Company whole (other than effects relating to (A) the office products industry in general or other industries in which the Parent operates in general, (B) general economic, financial or securities market conditions in the United States or elsewhere (including fluctuations, in and of themselves, in the price of shares of Parent Common Stock), (C) the Merger, the announcement of this Agreement or the consummation of any transaction contemplated by this Agreement, (D) acts of war, insurrection, sabotage or terrorism or (E) the failure, in and of itself, by Parent to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement) or (ii) prevent Parent or Sub from performing their respective obligations under this Agreement (a "Parent Material Adverse Effect"). Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company Parent has made available to Parent prior to the execution Company complete and correct copies of this Agreement (i) a true and complete copy of the Amended and its Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”), and the Articles of Incorporation and Code of Regulations of Sub, in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries (i) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of its organization and (except, in the case of good standing, for entities organized under the Laws of any jurisdiction that does not recognize such concept), (ii) has all requisite corporate corporate, company, partnership or other organizational power and authority to carry on its business as presently currently conducted by the Company and (iii) is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where (except, in the case of good standing, any jurisdiction that does not recognize such concept) in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualifiedorganized, existing, qualified or licensed or in good standing has not had and would not reasonably be expected (except, in the case of clause (i) above, with respect to havethe Company), individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent prior complete and correct copies of the certificate of incorporation of the Company, including any related certificate of designation, each as amended to the execution date of this Agreement (i) a true the “Company Certificate”), and complete copy the bylaws of the Amended and Restated Certificate Company, as amended to the date of Incorporation of the Company this Agreement (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ incorporation and the partnership agreement of WPZ bylaws (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable or similar organizational documents documents) of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. The Company has made available to Parent complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries held since January 1, 2012 (other than portions of any minutes (or drafts thereof) related to the transactions contemplated by this Agreement or any Takeover Proposal). The Company has made available to Parent complete and correct copies of all resolutions of the Board of Directors of the Company, and each committee thereof, in respect of this Agreement and the transactions contemplated hereby.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries has been duly organized and is duly organized, validly existing and in good standing (in the jurisdictions that recognize the concept of good standing) under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed by its management to be conducted, except where the failure to be in good standing (except with respect to the Company), have such power or authority or possess such governmental licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such in jurisdictions that recognize the concept is recognized under applicable Lawof good standing) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the Company Certificate and its Amended and Restated Certificate of Incorporation of the Company Bylaws (the “"Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”Bylaws"), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of, and resolutions approved and adopted at, all meetings of the stockholders of the Company and each of its Subsidiaries, the Boards of Directors of the Company and each of its Subsidiaries and the committees of each of such Boards of Directors, in each case held since January 1, 2005 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Company is (a) Parent and each of its Subsidiaries has been duly organized, is validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its the jurisdiction of organization its incorporation or formation, as the case may be, and has all requisite corporate or other power and authority and possesses all Permits necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted currently conducted, except where the failure to possess such Permits, individually or in the aggregate, would not have a Parent Material Adverse Effect or prevent or materially impair the ability of Parent to perform its obligations under this Agreement or prevent or materially impede, hinder or delay the consummation of the Merger or the other transactions contemplated hereby. Parent and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (where with respect to jurisdictions that recognize such concept is recognized under applicable Lawconcept) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification qualification, licensing or licensing good standing necessary, other than except where the failure to be so qualified, licensed qualified or in good standing has not had and would not reasonably be expected to havelicensed, individually or in the aggregate, would not have a Company Parent Material Adverse Effect. Each Effect or prevent or materially impair the ability of Parent to perform its obligations under this Agreement or prevent or materially impede, hinder or delay the consummation of the Company’s Subsidiaries Merger or the other transactions contemplated hereby. Parent is duly organized, validly existing registered as a savings and in good standing (where such concept is recognized loan holding company under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectHOLA. The Company Parent has made available to Parent the Company, prior to the execution date of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the its Amended and Restated Certificate of Incorporation of the Company (the “Company Parent Certificate”) and Amended and Restated By-laws (the “Parent By-laws”), the Certificate of IncorporationIncorporation of Merger Sub (the “Merger Sub Certificate”) and the By-laws of the Company Merger Sub (the “Company Merger Sub By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries (i) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of its organization and (except, in the case of good standing, for entities organized under the Laws of any jurisdiction that does not recognize such concept), (ii) has all requisite corporate corporate, company, partnership or other organizational power and authority to carry on its business as presently currently conducted and (iii) is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where (except, in the case of good standing, any jurisdiction that does not recognize such concept) in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualifiedorganized, existing, qualified or licensed or in good standing has not had and would not reasonably be expected (except, in the case of clause (i) above, with respect to havethe Company), individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent prior complete and correct copies of the certificate of incorporation of the Company, as amended to the execution date of this Agreement (i) a true the “Company Certificate”), and complete copy the bylaws of the Amended and Restated Certificate Company, as amended to the date of Incorporation of the Company this Agreement (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ incorporation and the partnership agreement of WPZ bylaws (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable or similar organizational documents documents) of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. The Company has made available to Parent complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries held since February 1, 2009. The Company has made available to Parent complete and correct copies of all resolutions of the Board of Directors of the Company, and each committee thereof, in respect of this Agreement and the transactions contemplated hereby.

Organization, Standing and Corporate Power. The Each of the Company is and its Significant Subsidiaries (as defined in Regulation S-X) has been duly organized, and is validly existing and in good standing under the Laws of its the jurisdiction of organization and its incorporation or formation, as the case may be. Each of the Company’s Non-Significant Subsidiaries has all requisite corporate power and authority to carry on its business as presently conducted been duly organized, and is duly qualified or licensed to do business validly existing and is in good standing (where such concept is recognized under applicable Law) in each the Laws of the jurisdiction where the nature of its business incorporation or formation, as the ownershipcase may be, leasing or operation of its properties makes such qualification or licensing necessary, other than except where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under individually or in the Laws aggregate does not and will not reasonably be expected to have a Material Adverse Effect. Each of the Company and its jurisdiction of organization and Subsidiaries has all requisite corporate or similar power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownershipcurrently conducted, leasing or operation of its properties makes such qualification or licensing necessary, other than except where the failure to be so qualifiedhave such power, licensed or in good standing has not had authority, licenses, permits, authorizations and approvals would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, true, complete and complete copy accurate copies of the Amended and Restated Certificate Company’s certificate of Incorporation of the Company incorporation (the “Company Certificate of IncorporationCertificate”) and the By-laws of the Company Laws (the “Company By-lawsLaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to to, and in effect as of on, the date of this Agreement. Without the consent of Parent, prior to the Effective Time, the Company and its Affiliates have not purchased any insurance coverage contemplated to be purchased by Parent by Section 5.04(c), except for annual renewals in the ordinary course of business consistent with past practice upon the expiration of the present policy (which renewal policy shall not be for a greater coverage limit or from a carrier with a higher AM Best financial strength or financial size rating than those in effect with respect to the expiring policy).

Organization, Standing and Corporate Power. The Company is and each of its Subsidiaries has been duly organized, and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of its the jurisdiction of organization its incorporation or formation, as the case may be, and has all requisite corporate power and authority necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted currently conducted, except where the failure to be so organized, existing and in good standing, or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Lawwith respect to jurisdictions that recognize that concept) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties or other assets makes such qualification qualification, licensing or licensing good standing necessary, other than except where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution date of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the Second Amended and Restated Certificate of Incorporation of the Company Company, as amended (the “Company Certificate of IncorporationCertificate”) ), and the By-laws Bylaws of the Company (the “Company By-lawsBylaws”), and the comparable organizational documents of each Significant Subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) (a “Significant Subsidiary”) of the Company, in each case as amended to the date hereof. The Company Certificate and the Company Bylaws so delivered are in full force and effect as and the Company is not in violation of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this AgreementCertificate or Company Bylaws.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted conducted, except where the failure to have such government licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true Agreement, complete and complete copy of the Amended and Restated Certificate of Incorporation accurate copies of the Company (the “Company Certificate of Incorporation”) and the its By-laws of the Company (the “"Company By-laws”"), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Board of Directors of the Company and each of its Subsidiaries and the committees of each of such Board of Directors, in each case held since March 9, 2000 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Company Each of Impax and the Impax Material Subsidiaries is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of its the jurisdiction of organization in which it is formed and has all requisite corporate corporate, limited liability company or other entity power and authority to carry on its business as presently conducted now being conducted. Each other Subsidiary of Impax is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Impax Material Adverse Effect. Impax and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or in good standing has not had and or would not reasonably be expected to have, individually or in the aggregate, a Company an Impax Material Adverse Effect. Each of Impax has, prior to the Company’s Subsidiaries is duly organizeddate hereof, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a Amneal true and complete copy copies of its existing Restated Certificate of Incorporation, as amended (the “Impax Charter”), and its existing Amended and Restated Certificate of Incorporation of the Company Bylaws, as amended (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsImpax Bylaws”), in each case as amended to and in effect as the charter and bylaws (or comparable organizational documents) of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Impax Material Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. There has been no breach by Impax of the Impax Charter or the Impax Bylaws, each as in effect from time to time.

Organization, Standing and Corporate Power. The Company Each of Amneal and the Amneal Material Subsidiaries is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of its the jurisdiction of organization in which it is formed and has all requisite corporate corporate, limited liability company or other entity power and authority to carry on its business as presently conducted now being conducted. Each other Subsidiary of Amneal is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Amneal Material Adverse Effect. Amneal and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or in good standing has not had and or would not reasonably be expected to have, individually or in the aggregate, a Company an Amneal Material Adverse Effect. Each of Amneal has, prior to the Company’s Subsidiaries is duly organizeddate hereof, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) Impax a true and complete copy of the Amended certificate of formation of Amneal, the Amneal LLC Operating Agreement and Restated Certificate of Incorporation the charter and bylaws (or comparable organizational documents) of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Amneal Material Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. There has been no breach by Amneal of the Amneal LLC Operating Agreement or the Amended and Restated Limited Liability Company Agreement for Amneal Pharmaceuticals LLC, dated as of July 1, 2011. Since May 1, 2015, no provision of the Amneal LLC Operating Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed by its management to be conducted, except where the failure to have such government licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where eachjurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy of the Amended and Restated Certificate of Incorporation accurate copies of the Company (the “Company Certificate of Incorporation”) and the its By-laws of the Company (the “"Company By-laws”"), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Board of Directors of the Company and each of its Subsidiaries and the committees of each of such Board of Directors, in each case held since August 4, 2000 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Company Galileo (a) is a corporation duly organized, validly existing and in good standing or has equivalent status under the Laws laws of its jurisdiction of organization the Xxxxxxxx Islands, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently now being conducted and as proposed to be conducted, and (b) is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) or has equivalent status in each jurisdiction where in which the character of the properties it owns, operates or leases or the nature of its business or the ownership, leasing or operation of its properties activities makes such qualification or licensing necessary, other than where except, in the failure case of this clause (b), for such failures to be so qualified, licensed or in good standing has as have not had had, and would are not reasonably be expected likely to have, individually or in the aggregate, a Company Galileo Material Adverse Effect. Each For purposes of this Agreement, the Company’s Subsidiaries is duly organizedterm “Galileo Material Adverse Effect” means any change, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws event, effect, circumstance, occurrence, state of its jurisdiction of organization and has all requisite corporate facts or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to havedevelopment that, individually or in the aggregateaggregate with all such other changes, events, effects, circumstances, occurrences, states of facts and developments, is or is reasonably likely to be materially adverse to (i) the business, assets (including vessels), financial condition or results of operations of Galileo and its Subsidiaries, taken as a whole, or (ii) the ability of Galileo to consummate the transactions contemplated by this Agreement on a reasonably prompt basis; provided that the following shall not be deemed to constitute a “Galileo Material Adverse Effect”: any change, event, effect, circumstance, occurrence, state of facts, or development to the extent caused by or resulting from (A) changes, events, circumstances or developments in prevailing economic or market conditions in the United States or any other jurisdiction in which Galileo and its Subsidiaries, taken as a whole, have substantial business operations (except to the extent those changes have a materially disproportionate effect on Galileo and its Subsidiaries, taken as a whole, relative to Xxxxxx and its Subsidiaries, taken as a whole, in which case the incremental disproportionate impact(s) may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Company Galileo Material Adverse Effect), (B) changes, events, circumstances or developments occurring after the date hereof, affecting the industries in which Xxxxxx and Galileo operate generally (except to the extent those changes or events have a materially disproportionate effect on Galileo and its Subsidiaries, taken as a whole, relative to Xxxxxx and its Subsidiaries, taken as a whole, in which case the incremental disproportionate impact(s) may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Galileo Material Adverse Effect), (C) changes announced or effective after the date hereof in GAAP applicable to Galileo and its Subsidiaries (except to the extent those changes have a materially disproportionate effect on Galileo and its Subsidiaries, taken as a whole, relative to Xxxxxx and its Subsidiaries, taken as a whole, in which case the incremental disproportionate impact(s) may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Galileo Material Adverse Effect), (D) changes announced or effective after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by any Governmental Entity (except to the extent those changes have a materially disproportionate effect on Galileo and its Subsidiaries, taken as a whole, relative to Xxxxxx and its Subsidiaries, taken as a whole, in which case the incremental disproportionate impact(s) may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Galileo Material Adverse Effect), (E) the announcement and pendency of this Agreement and the transactions contemplated hereby, or (F) any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located; and provided, further, that in no event shall a change in the trading prices or volume of Galileo’s capital stock, by itself, be considered a “Galileo Material Adverse Effect. The Company For the avoidance of doubt, the parties agree that the terms “material,” “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Galileo Material Adverse Effect in the prior sentence of this paragraph or Xxxxxx Material Adverse Effect in Section 4.1. Galileo has delivered or made available to Parent prior to the execution Xxxxxx copies of this Agreement (i) a true and complete copy of the Amended and Restated Certificate Galileo’s Articles of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws laws of its the jurisdiction of organization in which it is incorporated and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed by its management to be conducted, except where the failure to possess such governmental licenses, permits, authorizations and approvals individually or in the aggregate has not had and could not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available delivered to Parent prior to the execution of this Agreement (i) a true true, complete and complete copy of the Amended and Restated Certificate of Incorporation correct copies of the Company (the “Company Certificate of Incorporation”) and the its By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent true, complete and in effect as correct copies of the date minutes (or, in the case of this Agreementminutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Board of Directors of the Company and each of its Subsidiaries and the committees of each of such Board of Directors, in each case held since January 1, 1999.

Organization, Standing and Corporate Power. The Company Each of Parent, Merger Sub and each of Parent’s Subsidiaries has been duly organized and is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of its the jurisdiction of organization its incorporation or formation, as the case may be, and has all requisite corporate power and authority necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownershipcurrently conducted, leasing or operation of its properties makes such qualification or licensing necessary, other than except where the failure to be so qualifiedorganized, licensed existing and in good standing, or to have such power and authority, individually or in good standing the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect. Each of the Company’s Subsidiaries is duly organizedParent, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted Merger Sub and each of the CompanyParent’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Lawwith respect to jurisdictions that recognize that concept) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties or other assets makes such qualification qualification, licensing or licensing good standing necessary, other than except where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect. The Company Parent has made available to Parent the Company, prior to the execution date of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the Amended and Restated Certificate of Incorporation of the Company Parent (the “Company Certificate of IncorporationParent Certificate”) and the By-laws Laws of the Company Parent (the “Company By-lawsParent Bylaws”), the Merger Sub Certificate and the Merger Sub Bylaws. The Parent Certificate, the Parent Bylaws, the Merger Sub Certificate and the Merger Sub Bylaws so delivered are in each case as amended to full force and effect and Parent is not in effect as violation of the date of this Agreement, Parent Certificate or Parent Bylaws and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), Merger Sub is not in each case as amended to and in effect as violation of the date Merger Sub Certificate or the Merger Sub Bylaws. Table of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.Contents

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries (i) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of its organization and (except, in the case of good standing, for entities organized under the Laws of any jurisdiction that does not recognize such concept), (ii) has all requisite corporate corporate, company, partnership or other organizational power and authority to carry on its business as presently currently conducted and (iii) is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where (except, in the case of good standing, any jurisdiction that does not recognize such concept) in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualifiedorganized, existing, qualified or licensed or in good standing has not had and would not reasonably be expected (except, in the case of clause (i) above, with respect to havethe Company), individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent prior complete and correct copies of the certificate of incorporation of the Company, as amended to the execution date of this Agreement (i) a true the “Company Certificate”), and complete copy the bylaws of the Amended and Restated Certificate Company, as amended to the date of Incorporation of the Company this Agreement (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ incorporation and the partnership agreement of WPZ bylaws (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable or similar organizational documents documents) of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. The Company has made available to Parent complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries held since January 1, 2006 (other than minutes (or drafts thereof) related to the transactions contemplated by this Agreement or any Takeover Proposals). The Company has made available to Parent complete and correct copies of all resolutions of the Board of Directors of the Company, and each committee thereof, in respect of this Agreement and the transactions contemplated hereby.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted currently conducted, except where the failure to have such government licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy of the Amended and Restated Certificate of Incorporation accurate copies of the Company (the “Company Certificate of Incorporation”) and the its By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Boards of Directors of the Company and each of its Subsidiaries and the committees of each of such Boards of Directors, in each case held since January 1, 2003 and prior to the date hereof. Table of this Agreement.Contents

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and and, where such concept is applicable, in good standing under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed to be conducted, except where the failure to have such governmental licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and and, where such concept is applicable, is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the Company Certificate and its Amended and Restated Certificate of Incorporation of the Company Bylaws (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Boards of Directors of the Company and each of its Subsidiaries and the committees of each of such Boards of Directors, in each case held since January 1, 2004 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Company Buddy’s is a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction the State of organization Delaware and has all requisite corporate limited liability company power and authority to carry on its business as presently conducted now being conducted. Each other Subsidiary of Buddy’s is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Buddy’s Material Adverse Effect. Buddy’s and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or in good standing has not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Buddy’s Material Adverse Effect. Each of Buddy’s has, prior to the Company’s Subsidiaries is duly organizeddate hereof, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) Liberty a true and complete copy of the Amended certificate of formation of Buddy’s, the Buddy’s LLC Agreement and Restated Certificate of Incorporation the charter and bylaws (or comparable organizational documents) of the Company (the “Company Certificate Subsidiaries of Incorporation”) and the By-laws of the Company (the “Company By-laws”)Buddy’s, in each case as amended amended, restated or otherwise modified to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon There has been no breach of the request of Parent, Buddy’s LLC Agreement by any person who is or has previously been a party to the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of Buddy’s LLC Agreement. Since the date of this the Buddy’s LLC Agreement, no provision of the Buddy’s LLC Agreement has been amended, modified or waived.

Organization, Standing and Corporate Power. The Company Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of its the jurisdiction of organization in which it is incorporated and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as presently conducted now being conducted. Each of Parent and Merger Sub is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect. Each For purposes of this Agreement, "PARENT MATERIAL ADVERSE EFFECT" shall mean any change, event, occurrence, violation, circumstance or effect having or that is reasonably likely to have a material adverse effect on (i) the ability of the Company’s Subsidiaries is duly organizedParent to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, validly existing and in good standing (where such concept is recognized under applicable Lawii) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each ability of the Company’s Subsidiaries shareholders of Moulin who are party to the Moulin Shareholder Voting Agreement to perform their obligations thereunder or (iii) the business, assets (including intangible assets), Liabilities, financial condition or results of operations of the Parent and its Subsidiary, taken as a whole, except for any change or effect that arises out of, results from or is duly qualified attributable to (a) any change in conditions in the United States, foreign or licensed to global economy or capital or financial markets generally, including any change in interest or exchange rates, which, in each, do not disproportionately affect the Parent and its Subsidiary, taken as a whole, (b) any change in conditions (including any change in general legal, regulatory, political, economic or business and is conditions or any change in good standing (where such concept is recognized under applicable LawGAAP) in or otherwise generally affecting industries in which the Parent and its Subsidiary conduct business, which, in each jurisdiction where case, do not disproportionately affect the nature Parent and its Subsidiary, taken as a whole, (c) the impact of its business the announcement of the execution of this Agreement, or the ownershipconsummation of the transactions contemplated hereby, leasing on the relationships, contractual or operation otherwise, between the Parent and its landlords, suppliers, vendors or employees or (d) any act of terrorism or war (whether or not threatened, pending or declared), which does not disproportionately affect the Parent and its properties makes such qualification or licensing necessarySubsidiary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, taken as a Company Material Adverse Effectwhole. The Company Parent has made available to Parent prior to the execution Company complete and correct copies of this Agreement (i) a true and complete copy of the Amended and Restated Certificate its Articles of Incorporation of the Company (the “Company Certificate of Incorporation”) and Bylaws and the By-laws Articles of the Company (the “Company By-laws”), in each case as amended to Incorporation and in effect as Bylaws of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this AgreementMerger Sub.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing (in the jurisdictions that recognize the concept of good standing) under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed by its management to be conducted, except where the failure to be in good standing, have such power or authority or possess such governmental licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such in jurisdictions that recognize the concept is recognized under applicable Lawof good standing) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the Company Certificate and its Amended and Restated Certificate of Incorporation of the Company Bylaws (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Boards of Directors of the Company and each of its Subsidiaries and the committees of each of such Boards of Directors, in each case held since January 1, 2003 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted conducted, except where the failure to have such government licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy of the Amended and Restated Certificate of Incorporation accurate copies of the Company (the “Company Certificate of Incorporation”) and the its By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof (if available)) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Board of Directors of the Company and each of its Subsidiaries and the committees of each of such Board of Directors, in each case held since January 1, 2001 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries (i) is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the Laws of its the jurisdiction of organization in which it is incorporated or formed, as the case may be, and (ii) has all requisite corporate or limited liability company, as the case may be, power and authority to carry on its business as presently conducted now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the jurisdictions set forth in Section 3.02 of the Company Disclosure Letter, which jurisdictions are all of the jurisdictions in which the nature of its business or the ownership, leasing or operation of its properties or other assets makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would is not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect. Each For purposes of this Agreement, "Material Adverse Effect" shall mean any state of facts, change, development, effect, condition or occurrence (any such item, an "Effect") that is or is reasonably likely to adversely affect in a material respect the business, assets, liabilities, properties, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries taken as a whole or that impairs in any material respect the ability of the Company to perform its obligations under this Agreement or prevents or materially impedes, interferes with, hinders or delays the consummation of the Merger or any of the other transactions contemplated hereby; provided that, in any such case referred to in clause (i) or (ii) the following shall not be deemed "material" or to have a "Material Adverse Effect": any change or event caused by or resulting from (A) actions or omissions of the Company or Parent taken with the prior written consent of the other or required in this Agreement, (B) the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the announcement thereof, or (C) any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located; and provided, further, that in no event shall a change in the trading price of the Company’s Subsidiaries is duly organized's capital stock, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate by itself, be considered material or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect. Section 3.01 of the Company Disclosure Letter sets forth the officers and directors of the Company and each of its Subsidiaries. The Company has made available provided to Parent prior to the execution of this Agreement (i) a true and complete copy copies of the Amended and Restated Certificate certificate of Incorporation incorporation of the Company as in effect on the date hereof (the “"Company Certificate of Incorporation”Certificate") and the By-laws of the Company as in effect on the date hereof (the “"Company By-laws”)") and, in each case as amended provided the Parent access to and in effect as the minutes of all of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as meetings of the date of this Agreement. Upon the request of Parentstockholders, the Company will make available to Parent the comparable organizational documents Board of Directors and each of its other Subsidiaries, in each case as amended to and in effect as committee of the date Board of this AgreementDirectors of the Company held since January 1, 2000.

Organization, Standing and Corporate Power. The Company and each of the Company Subsidiaries (as defined in Section 3.1(b)) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws laws of its the jurisdiction of organization in which it is organized and has all the requisite corporate power or other power, as the case may be, and authority authority: (i) to carry on conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound, except any failure to be in good standing that would not reasonably be expected to have a Company Material Adverse Effect (as presently conducted defined below). The Company and each of the Company Subsidiaries is duly qualified or licensed to do business and is in good standing (where with respect to jurisdictions that recognize such concept is recognized under applicable Lawconcept) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than except for those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing individually or in the aggregate has not had and or would not reasonably be expected to havehave a Company Material Adverse Effect (as defined below). "Contract" means any written or oral agreement, individually contract, subcontract, lease, instrument, note, option, warranty, purchase order, license, sublicense or legally binding commitments or undertakings. An event, inaccuracy, circumstance, change, state of facts, effect or other matter will be deemed to have a "Company Material Adverse Effect" if such event, inaccuracy, circumstance, change, state of facts, effect or other matter had or would reasonably be expected to have a material adverse effect on (i) the business, financial condition or results of operations of the Company Entities taken as a whole, or (ii) the ability of the Company to consummate the Merger or any of the other transactions contemplated by this Agreement or to perform any of its obligations under this Agreement; provided, however, that any change, event, inaccuracy, circumstance, state of facts, effect or other matter relating to the following will not be taken into account in the aggregate, determining whether there has been or would be a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement : (i) a true and complete copy of the Amended and Restated Certificate of Incorporation economy or financial markets in general; (ii) conditions generally affecting the industry (or industries) in which any of the Company Entities participates, (iii) the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date announcement or pendency of this Agreement, or the transactions contemplated hereby, and (iiiv) the certificate of limited partnership of WPZ and the partnership agreement of WPZ any changes in GAAP (the “WPZ Partnership Agreement”as defined in Section 3.1(e), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement).

Organization, Standing and Corporate Power. The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of its the jurisdiction of organization in which it is organized and has all the requisite corporate power and authority to carry on own, lease and operate its properties and assets and to conduct its business as presently conducted conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where except for those jurisdictions in which the failure to be so qualified, qualified or licensed or to be in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of Effect on the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to true and complete copies of its certificate of incorporation, as amended, supplemented, modified or restated through the execution date of this Agreement (i) a true including any and complete copy all certificates of designations attached thereto, the Amended and Restated Certificate of Incorporation of the Company (the “"Company Certificate of Incorporation”") and the By-laws of the Company (the “Company By-laws”)bylaws, in each case as amended to and in effect as of amended, supplemented, modified or restated through the date of this Agreement, Agreement (including any and (iiall amendments thereto the "Company Bylaws") and the certificate of limited partnership of WPZ incorporation and the partnership agreement of WPZ (the “WPZ Partnership Agreement”)bylaws, in or equivalent organizational documents, each case as amended to and in effect as of amended, supplemented, modified or restated through the date of this AgreementAgreement (or equivalent organizational documents) of each Subsidiary. Upon the request The Company Certificate of ParentIncorporation, the Company will make Bylaws and such other certificates of incorporation, bylaws or equivalent organizational documents for the Subsidiaries are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision of its certificate of incorporation, bylaws or equivalent organizational documents. The Company has made available to Parent and its representatives correct and complete copies of the comparable organizational documents minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Board of Directors of the Company and each committee of the Board of Directors of the Company and each of its other SubsidiariesSubsidiaries held since October 1, in each case as amended to and in effect as of 2000 through the date of this Agreement.

Organization, Standing and Corporate Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of its jurisdiction of organization Ohio and has all requisite corporate power and authority to carry on its business as presently conducted and conducted. The Company is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect . Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws Law of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution date of this Agreement (i) a true and complete copy of the Second Amended and Restated Certificate Articles of Incorporation of the Company (the “Company Certificate Articles of Incorporation”) and the By-laws Amended and Restated Code of Regulations of the Company (the “Company By-lawsCode of Regulations”), in each case as amended to date, and each as so made available is in effect as full force and effect. The Company is not in material violation of any of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as provisions of the date Company Articles of this Agreement. Upon the request of Parent, Incorporation or the Company will make available to Parent the comparable organizational documents Code of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this AgreementRegulations.

Organization, Standing and Corporate Power. The Company is a corporation duly organized, incorporated and validly existing and in good standing under the Laws laws of the State of Delaware, each of its Subsidiaries is a corporation or limited liability company duly incorporated or formed, validly existing and in good standing (in the jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of organization its incorporation or formation, as the case may be, and each of the Company and its Subsidiaries has all requisite corporate power and authority and possesses all governmental licenses, franchises, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted conducted, except where the failure to be in good standing, have such power or authority or possess such governmental licenses, permits, authorizations or approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such in jurisdictions that recognize the concept is recognized under applicable Lawof good standing) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualifiedqualified or to be in good standing, licensed individually or in good standing the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available in the Data Room to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the Amended Company Certificate and Restated Certificate of Incorporation the bylaws of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date hereof. Neither the Company nor any of this Agreementits Subsidiaries is in material breach or material violation of any of its organizational documents, including, for the avoidance of doubt, any operating agreement, limited liability company agreement or other organizational or governing agreement of any such Subsidiary.

Organization, Standing and Corporate Power. The Company (a) Each of Cargill and CFI is and, when formed, each of the other Cargill Contributing Corporations will be, an entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of organization in which it is formed and has or, in the case of the other Cargill Contributing Corporations, will have all requisite corporate power and authority to own and operate the Contributed Subsidiaries and to carry on its business the Xxxxxxx Fertilizer Businesses as presently conducted now being conducted. Each of Cargill and CFI is and, when formed, each of the other Cargill Contributing Corporations will be, duly qualified or licensed to do business as a foreign corporation and each of Cargill and CFI is and, when formed, each of the other Cargill Contributing Corporations will be, in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which it operates and the nature conduct of its business the Xxxxxxx Fertilizer Businesses or the ownership, leasing ownership or operation of its the properties constituting the Cargill Fertilizer Businesses makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Cargill Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company Cargill has made available to Parent prior to the execution IMC complete and correct copies of this Agreement (i) a true and complete copy of the Amended and Restated its Certificate of Incorporation and Bylaws and the certificate of incorporation and bylaws (or comparable organizational documents) of CFI and each of Cargill’s Subsidiaries that currently are part of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”)Xxxxxxx Fertilizer Businesses, in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Company is a corporation duly organized, organized and validly existing under the Laws of the State of Delaware. Each Subsidiary of the Company is duly organized and in good standing validly existing under the Laws of its jurisdiction of organization organization, except where the failure to be so organized or existing, individually or in the aggregate, would not have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has all requisite corporate or similar power and authority to carry on its business as presently conducted conducted, except where the failure to have such power or authority, individually or in the aggregate, would not have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and and, with respect to jurisdictions in which such concept is recognized, is in good standing (where such in jurisdictions that recognize the concept is recognized under applicable Lawof good standing) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to havestanding, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true complete and complete correct copy of the Company Charter, the Amended and Restated Certificate of Incorporation Bylaws of the Company and any amendments thereto through the date hereof (the “Company Certificate of IncorporationBylaws”) and the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of on the date of this Agreement. As of any date following the date hereof, notwithstanding anything in this Agreement to the contrary and notwithstanding anything set forth in the Company Disclosure Letter, neither the Company nor any of its “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) has filed for bankruptcy or reorganization under the U.S. federal bankruptcy Laws or similar state, federal or non-United States Law, become insolvent or become subject to conservatorship or receivership.

Organization, Standing and Corporate Power. The Company Parent is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization the Cayman Islands and has all the requisite corporate power and authority to own its properties and assets and carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectcurrently conducted. Each of the Company’s Subsidiaries Buyer is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction the State of organization Delaware and has all the requisite corporate or similar power and authority to own its properties and assets and carry on its business as presently conducted currently conducted. The Buyer Parties have full power and authority to enter into, consummate the transactions contemplated by, and carry out its obligations under, each of the Company’s Subsidiaries Transaction Agreements to which it is a party. The Buyer Parties are duly qualified or licensed as a foreign company to do business business, and is in good standing (where such concept is recognized under applicable Law) standing, in each jurisdiction where the character of its owned, operated or leased assets or properties or the nature of its business or the ownership, leasing or operation of its properties activities makes such qualification or licensing and good standing necessary, other than except where the failure to be so qualified, licensed qualified or in good standing has not had and would is not reasonably be expected likely to have, individually or result in the aggregate, a Company Buyer Material Adverse Effect. The Company has made available execution and delivery by the Buyer Parties of each of the Transaction Agreements to Parent which it is a party, the performance by the Buyer Parties of their respective obligations under each of the Transaction Agreements to which they are a party and the consummation by the Buyer Parties of the transactions contemplated by each of the Transaction Agreements to which they are a party, have been, or in the case of Transaction Agreements to be executed and delivered and Closing, will be prior to the execution Closing (as applicable) duly authorized by all requisite company action on the part of this Agreement (i) a true and complete copy each of the Amended and Restated Certificate of Incorporation Buyer Parties. Each of the Company (Transaction Agreements to which the “Company Certificate of Incorporation”) Buyer Parties are a party, respectively, has been, or upon execution and delivery thereof, will be, duly executed and delivered by the By-laws Buyer Parties, as applicable. Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Company (Transaction Agreements to which the “Company By-laws”)Buyer or Parent is a party constitutes, or upon execution and delivery thereof will constitute, the legal, valid and binding obligation of either of Buyer or Parent, as applicable, enforceable against it in accordance with its terms, subject in each case as amended to and the effect of applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws now or hereafter in effect relating to or affecting creditor's rights and EAST\79741171.22 42 remedies generally and subject, as to enforceability, to the effect of the date general equitable principles (regardless of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”whether enforcement is sought in a proceeding in equity or at law), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Each of the Company and each of its Significant Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws laws of its the jurisdiction of organization in which it is organized and has all the requisite corporate or other power and authority authority, as the case may be, to carry on its business as presently conducted now being conducted. Each of the Company and each of its subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed (individually or in good standing has not had and would the aggregate) could not reasonably be expected to havehave a material adverse effect on the condition (financial or otherwise), individually business, assets or in results of operations of the aggregate, Company and its subsidiaries taken as a Company Material Adverse Effect. Each whole except that occurrences due solely to a disruption of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of 's or its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business subsidiaries' businesses solely as presently conducted and each a result of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature announcement of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true and complete copy the transactions proposed to be consummated by this Agreement shall be excluded from consideration for purposes of the Amended and Restated Certificate effect of Incorporation of an action or inaction on the Company and its subsidiaries taken as a whole (the “a "COMPANY MATERIAL ADVERSE EFFECT"). The Company Certificate has delivered or made available to Parent complete and correct copies of Incorporation”) its certificate of incorporation and by-laws and the Bycertificates of incorporation and by-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Significant Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. For purposes of this Agreement, a "SUBSIDIARY" of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person; a "PERSON" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity; and a "SIGNIFICANT SUBSIDIARY" means any direct or indirect subsidiary of the Company that has annual revenues or total assets of at least $10 million.

Organization, Standing and Corporate Power. The Each of the Company and each of its Significant Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws laws of its the jurisdiction of organization in which it is organized and has all the requisite corporate or other power and authority authority, as the case may be, to carry on its business as presently conducted now being conducted. Each of the Company and each of its subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed (individually or in good standing has not had and would the aggregate) could not reasonably be expected to havehave a material adverse effect on the condition (financial or otherwise), individually business, assets or in results of operations of the aggregate, Company and its subsidiaries taken as a Company Material Adverse Effect. Each whole except that occurrences due solely to a disruption of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of 's or its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business subsidiaries' businesses solely as presently conducted and each a result of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature announcement of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true and complete copy the transactions proposed to be consummated by this Agreement shall be excluded from consideration for purposes of the Amended and Restated Certificate effect of Incorporation of an action or inaction on the Company and its subsidiaries taken as a whole (the “a "Company Certificate Material Adverse Effect"). The Company has delivered or made available to Parent complete and correct copies of Incorporation”) its certificate of incorporation and by-laws and the Bycertificates of incorporation and by-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Significant Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. For purposes of this Agreement, a "subsidiary" of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person; a "person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity; and a "Significant Subsidiary" means any direct or indirect subsidiary of the Company that has annual revenues or total assets of at least $10 million.

Organization, Standing and Corporate Power. The Each of the ------------------------------------------ Company and each of its Significant Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws laws of its the jurisdiction of organization in which it is incorporated and has all the requisite corporate power and authority to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectnow being conducted. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted Company and each of the Company’s its Significant Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed (individually or in good standing has not had and would the aggregate) could not reasonably be expected to havehave a material adverse effect on the financial condition, individually business, assets or in results of operations of the aggregate, Company and its subsidiaries taken as a Company Material Adverse Effect. The Company has made available whole except that occurrences due solely to Parent prior to a disruption of the Company's or its subsidiary's businesses solely as a result of the announcement of the execution of this Agreement (i) a true and complete copy the transactions proposed to be consummated by this Agreement shall be excluded from consideration for purposes of the Amended effect of an action or inaction on the Company and Restated Certificate its subsidiaries taken as a whole (a "Material Adverse Effect"). The Company has delivered to Parent complete and correct copies of its Articles of Incorporation of the Company (the “Company Certificate of Incorporation”) and By-Laws and the Bycertificates of incorporation and by-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Significant Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. For purposes of this Agreement, a "subsidiary" of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person; and a "Significant Subsidiary" means any subsidiary of a person that constitutes a significant subsidiary of such person within the meaning of Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC").

Organization, Standing and Corporate Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws Law of its jurisdiction the Commonwealth of organization Pennsylvania and is a bank holding company duly registered under the BHC Act that has elected to be treated as a financial holding company under the BHC Act. The Company has all requisite corporate power and authority to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws Law of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true and complete copy of the Amended and Restated Certificate Articles of Incorporation of the Company (the “Company Certificate Articles of Incorporation”) and the By-laws Amended and Restated Bylaws of the Company (the “Company By-lawsBylaws”), . The Company is not in each case as amended to and in effect as material violation of any of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as provisions of the date Company Articles of this Agreement. Upon the request of Parent, Incorporation or the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this AgreementBylaws.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction incorporation or formation, as the case may be. Each of organization the Company and has its Subsidiaries have all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted other than such corporate power and authority, franchises, licenses, permits, authorizations and approvals the lack of which, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, such jurisdictions being set forth on Section 3.01(a) of the Company Disclosure Schedule, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing has not had and the aggregate would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true complete and complete copy of the Amended and Restated Certificate of Incorporation accurate copies of the Company Charter and its Bylaws (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the shareholders of the Company and each of its Subsidiaries, the Board of Directors of the Company and each of its Subsidiaries and the committees of each such Board of Directors, in each case held since October 1, 1999 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Company Each of the Parent, FIS and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of its the jurisdiction of organization in which it is incorporated and has all the requisite corporate power and authority to carry on its business as presently conducted now being conducted. The Merger LLC is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite limited liability company power and authority to carry on its business as now being conducted. Each of the Parent, FIS, Merger Sub and the Merger LLC is duly qualified or licensed to do business and is in good standing (where with respect to jurisdictions which recognize such concept is recognized under applicable Lawconcept) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties assets makes such qualification or licensing necessary, other than except for those jurisdictions where the failure to be so qualified, qualified or licensed or to be 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 of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected likely to havehave a material adverse effect on (i) the condition (financial or otherwise), individually business, assets, liabilities, prospects or results of operations of the Parent and its Subsidiaries taken as a whole or (ii) the ability of the Parent, FIS, Merger Sub or the Merger LLC to perform its obligations hereunder and consummate the Merger in a timely manner; excluding, however, in the aggregate, case of clause (i) any adverse effect arising from conditions in the United States economy or capital or financial markets generally or any adverse effect that the Parent can demonstrate was primarily attributable to the Transactions or the public announcement of the pendency of the Transactions (a Company “Parent Material Adverse Effect”). The Company Parent has made available to Parent the Company prior to the execution of this Agreement complete and correct copies of (i) a true its certificate of incorporation and complete copy bylaws, (ii) the certificate of incorporation and bylaws of Merger Sub and FIS, and (iii) the certificate of formation and limited liability company operating agreement of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”)Merger LLC, in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Global Liberty is an insurance company, and each other Subject Company is a business corporation, each duly organizedincorporated, validly existing and in good standing under the Laws of its jurisdiction the State of organization New York and has all the requisite corporate power and authority to own its properties and assets and to carry on its business as presently conducted and is currently conducted. The Subject Companies are duly qualified or licensed as a foreign corporations to do business business, and is are in good standing (where such concept is recognized under applicable Law) standing, in each jurisdiction where the character of its owned, operated or leased assets or properties or the nature of its business or the ownership, leasing or operation of its properties activities makes such qualification or licensing and good standing necessary, other than except where the failure to be so qualified, licensed qualified or in good standing has not had and would is not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Seller Material Adverse Effect. The execution and delivery by each such Subject Company has made available of each of the Transaction Agreements to Parent which it is a party, the performance by each such Subject Company of its obligations under each of the Transaction Agreements to which it is a party and the consummation such Subject Company of the transactions contemplated by each of the Transaction Agreements to which it is a party, have been or will be prior to the execution Closing (as applicable) duly authorized by all requisite corporate action on the part of this Agreement (i) a true and complete copy such Subject Company. Each of the Amended Transaction Agreements to which a Subject Company is a party has been, or upon execution and Restated Certificate of Incorporation delivery thereof, will be, duly executed and delivered by such Subject Company. Assuming due authorization, execution and delivery by the other Parties hereto or thereto, each of the Transaction Agreements to which a Subject Company (is a party constitutes, or upon execution and delivery thereof will constitute, the “Company Certificate legal, valid and binding obligation of Incorporation”) and the By-laws of the Company (the “Company By-laws”)such Subject Company, enforceable against it in accordance with its terms, subject in each case as amended to and the effect of applicable bankruptcy, reorganization, insolvency, moratorium fraudulent conveyance or similar Laws now or hereafter in effect relating to or affecting creditor's rights and EAST\79741171.22 25 remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). Each Subject Company has full power and authority to enter into, consummate the transactions contemplated by, and carry out its obligations under, each of the date Transaction Agreements to which it is a party. Each of this Agreementthe Transaction Agreements to which Seller or a Subject Company is a party has been, or upon execution and (ii) delivery thereof, will be, duly executed and delivered by such Person. Assuming due authorization, execution and delivery by the certificate other parties hereto or thereto, each of limited partnership the Transaction Agreements to which or a Subject Company is a party constitutes, or upon execution and delivery thereof will constitute, the legal, valid and binding obligation of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”)such Person, enforceable against such Person in accordance with its terms, subject in each case as amended to and the effect of applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws now or hereafter in effect relating to or affecting creditor's rights and remedies generally and subject, as to enforceability, to the effect of the date general equitable principles (regardless of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, whether enforcement is sought in each case as amended to and a proceeding in effect as of the date of this Agreementequity or at law).

Organization, Standing and Corporate Power. The Company Each of Parent, its Subsidiaries and Merger Sub is an entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of organization in which it is formed and has all requisite corporate power and authority to carry on its business as presently conducted now being conducted. Parent, its Subsidiaries and Merger Sub is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect. Each For purposes of this Agreement, "Parent Material Adverse Effect" shall mean any change, effect, event, occurrence or state of facts that is materially adverse to the Company’s Subsidiaries is duly organizedbusiness, validly existing financial condition or results of operations of Parent and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business Subsidiaries, taken as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessarya whole, other than where any change, effect, event, occurrence or state of facts relating to (a) the failure economy or the financial markets in general, (b) the industry in which Parent and its Subsidiaries operate in general and not specifically relating to be so qualifiedParent and its Subsidiaries, licensed (c) the announcement of this Agreement or the transactions contemplated hereby or the identity of the Company (provided, that the exclusion set forth in good standing has this clause (c) shall not had and would apply to Section 4.03(b)), (d) changes in applicable Law or regulations after the date hereof (provided, that the exclusion set forth in this clause (d) shall not reasonably be expected apply to haveconsents, individually orders or decrees in the aggregate, a Company Material Adverse Effectcase of the last sentence of Section 6.03 or the consents referred to in Section 7.02(f)) or (e) changes in GAAP or regulatory accounting principles after the date hereof. The Company Parent has made available to Parent prior to the execution Company complete and correct copies of this Agreement (i) a true and complete copy of the Amended and Restated its Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”"Parent Articles") and By-laws (the "Parent By-laws") and the ByArticles of incorporation and by-laws or comparable organizational documents) of the Company (the “Company By-laws”)each of its Subsidiaries and Merger Sub, in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed by its management to be conducted, except where the failure to have such government licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the Company Certificate and its Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of (as amended, the Company (the “"Company By-laws”"), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Board of Directors of the Company and each of its Subsidiaries and the committees of each of such Board of Directors, in each case held since January 1, 2002 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Company Each of Parent, its Subsidiaries and Merger Sub is an entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of organization in which it is formed and has all requisite corporate power and authority to carry on its business as presently conducted now being conducted. Parent, its Subsidiaries and Merger Sub is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect. Each For purposes of this Agreement, "Parent Material Adverse Effect" shall mean any change, effect, event, occurrence or state of facts that is materially adverse to the Company’s Subsidiaries is duly organizedbusiness, validly existing financial condition or results of operations of Parent and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business Subsidiaries, taken as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessarya whole, other than where any change, effect, event, occurrence or state of facts relating to (a) the failure economy or the financial markets in general, (b) the industry in which Parent and its Subsidiaries operate in general and not specifically relating to be so qualifiedParent and its Subsidiaries, licensed (c) the announcement of this Agreement or the transactions contemplated hereby or the identity of the Company (PROVIDED, that the exclusion set forth in good standing has this clause (c) shall not had and would apply to Section 4.03(b)), (d) changes in applicable Law or regulations after the date hereof (PROVIDED, that the exclusion set forth in this clause (d) shall not reasonably be expected apply to haveconsents, individually orders or decrees in the aggregate, a Company Material Adverse Effectcase of the last sentence of Section 6.03 or the consents referred to in Section 7.02(f)) or (e) changes in GAAP or regulatory accounting principles after the date hereof. The Company Parent has made available to Parent prior to the execution Company complete and correct copies of this Agreement (i) a true and complete copy of the Amended and Restated its Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”"Parent Articles") and By-laws (the "Parent By-laws") and the ByArticles of incorporation and by-laws or comparable organizational documents) of the Company (the “Company By-laws”)each of its Subsidiaries and Merger Sub, in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of New Jersey, each of its Subsidiaries is a corporation duly organized, validly existing and in good standing (in the jurisdictions that recognize the concept of good standing) under the Laws laws of the jurisdiction of its jurisdiction incorporation or formation, as the case may be, and each of organization the Company and its Subsidiaries has all requisite corporate power and authority and possesses all governmental licenses, franchises, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed by its management to be conducted, except where the failure to be in good standing (except with respect to the Company), have such power or authority or possess such governmental licenses, permits, authorizations or approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such in jurisdictions that recognize the concept is recognized under applicable Lawof good standing) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy of the Amended and Restated Certificate of Incorporation accurate copies of the Company (the “Company Certificate of Incorporation”) and the its By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of, and resolutions approved and adopted at, all meetings of the shareholders of the Company and each of its Subsidiaries, the Boards of Directors of the Company and each of its Subsidiaries and the committees of each of such Boards of Directors, in each case held since January 1, 2007 and prior to the date hereof, except for that portion of any minutes that discuss the Merger or the other transactions contemplated by this AgreementAgreement or any current or prior alternatives thereto considered by the Board of Directors of the Company or any such committee thereof.

Organization, Standing and Corporate Power. The Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Company and each of its Subsidiaries is duly organized, organized and validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar other entity power and authority to own, lease or otherwise hold its property and assets and to carry on its business as presently conducted conducted. Each of the Company and each of the Company’s its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. True and complete copies of the current certificate of incorporation of the Company (as amended and restated, the “Company Charter”) and the current bylaws of the Company (as amended and restated, the “Company Bylaws”) and the organizational documents of each of its Subsidiaries have been made available to Parent, in each case as in full force and effect on the date of this Agreement, and no amendments are pending with respect thereto and each of the Company and its Subsidiaries, as applicable, is not in violation of any terms thereof. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, true and complete copies of the minute books of the Company Board, which copies contain true and complete records of all meetings and other Company actions held or taken since January 1, 2018; provided, however, that (a) the Company has redacted such materials to the extent necessary to omit information concerning this Agreement or the transactions contemplated hereby, and (iib) minutes of meetings that pertain solely to the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date discussion of this Agreement. Upon Agreement or the request of transactions contemplated hereby have not been provided to Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted currently conducted, except where the failure to have such government licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy of the Amended and Restated Certificate of Incorporation accurate copies of the Company (the “Company Certificate of Incorporation”) and the its By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Boards of Directors of the Company and each of its Subsidiaries and the committees of each of such Boards of Directors, in each case held since January 1, 2003 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and and, where such concept is applicable, in good standing under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed to be conducted, except where the failure to have such governmental licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and and, where such concept is applicable, is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the Company Certificate and its Amended and Restated Certificate of Incorporation of the Company Bylaws (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Boards of Directors of the Company and each of its Subsidiaries and the committees of each of such Boards of Directors, in each case held since January 1, 2004 and prior to the date hereof. Table of this Agreement.Contents

Organization, Standing and Corporate Power. The Company Each of Parent and HoldCo is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of its the jurisdiction of organization in which it is incorporated and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted currently conducted, except where the failure to have such governmental licenses, permits, authorizations or approvals or to be so organized, existing and in good standing, or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent and HoldCo is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Lawwith respect to jurisdictions that recognize that concept) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties or other assets makes such qualification qualification, licensing or licensing good standing necessary, other than except where the failure to be so qualified, licensed or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company Parent has made available to Parent the Company, prior to the execution date of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the Amended and Restated Certificate Articles of Incorporation Association of the Company Parent (the “Company Certificate of IncorporationParent Charter Documents”) and the By-laws Certificate of Incorporation and the Company Bylaws of HoldCo (collectively, the “Company By-lawsHoldCo Charter Documents”), in each case as amended to the date hereof. The Parent Charter Documents and the HoldCo Charter Documents so delivered are in full force and effect as and Parent is not in violation of the date of this Agreement, Parent Charter Documents and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), HoldCo is not in each case as amended to and in effect as violation of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this AgreementHoldCo Charter Documents.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries (i) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its 4 Table of Contents the jurisdiction of its organization and (except, in the case of good standing, for entities organized under the Laws of any jurisdiction that does not recognize such concept), (ii) has all requisite corporate corporate, company, partnership or other organizational power and authority to carry on its business as presently currently conducted and (iii) is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where (except, in the case of good standing, any jurisdiction that does not recognize such concept) in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualifiedorganized, existing, qualified or licensed or in good standing has not had and would (except, in the case of clause (i) above, with respect to the Company) is not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior complete and correct copies of the certificate of incorporation of the Company, as amended to the execution date of this Agreement (i) a true the “Company Certificate”), and complete copy the bylaws of the Amended and Restated Certificate Company, as amended to the date of Incorporation of the Company this Agreement (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ incorporation and the partnership agreement of WPZ bylaws (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable or similar organizational documents documents) of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. The Company has made available to Parent complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries held since January 1, 2008 (other than portions of any minutes (or drafts thereof) related to the transactions contemplated by this Agreement or any Takeover Proposal). The Company has made available to Parent complete and correct copies of all resolutions of the Board of Directors of the Company, and each committee thereof, in respect of this Agreement.

Organization, Standing and Corporate Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of its jurisdiction of organization Ohio and has all requisite corporate power and authority to carry on its business as presently conducted and conducted. The Company is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws Law of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution date of this Agreement (i) a true and complete copy of the Second Amended and Restated Certificate Articles of Incorporation of the Company (the “Company Certificate Articles of Incorporation”) and the By-laws Amended and Restated Code of Regulations of the Company (the “Company By-lawsCode of Regulations”), in each case as amended to date, and each as so made available is in effect as full force and effect. The Company is not in material violation of any of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as provisions of the date Company Articles of this Agreement. Upon the request of Parent, Incorporation or the Company will make available to Parent the comparable organizational documents Code of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this AgreementRegulations.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries (i) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of its organization and (except, in the case of good standing, for entities organized under the Laws of any jurisdiction that does not recognize such concept), (ii) has all requisite corporate corporate, company, partnership or other organizational power and authority to carry on its business as presently currently conducted and (iii) is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where (except, in the case of good standing, any jurisdiction that does not recognize such concept) in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualifiedorganized, existing, qualified or licensed or in good standing has not had and would not reasonably be expected (except, in the case of clause (i) above, with respect to havethe Company), individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent prior complete and correct copies of the articles of incorporation of the Company, as amended to the execution date of this Agreement (i) a true the “Company Articles”), and complete copy the bylaws of the Amended and Restated Certificate Company, as amended to the date of Incorporation of the Company this Agreement (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-lawsBylaws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement articles of WPZ incorporation and bylaws (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable or similar organizational documents documents) of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. The Company has made available to Parent complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the shareholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries held since January 1, 2009 (other than portions of any minutes (or drafts thereof) related to the transactions contemplated by this Agreement or any Takeover Proposal). The Company has made available to Parent complete and correct copies of all resolutions of the Board of Directors of the Company, and each committee thereof, in respect of this Agreement and the transactions contemplated hereby.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted conducted, except where the failure to have such government licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy of the Amended and Restated Certificate of Incorporation accurate copies of the Company (the “Company Certificate of Incorporation”) and the its By-laws of the Company (the “"Company By-laws”"), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof (if available)) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Board of Directors of the Company and each of its Subsidiaries and the committees of each of such Board of Directors, in each case held since January 1, 2001 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Each of Company and ------------------------------------------ each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the Laws of its the jurisdiction of organization in which it is incorporated and has all the requisite corporate power and authority to carry on its business as presently conducted now being conducted. Each of Company and each Subsidiary of Company is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or in good standing has not had and would could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect (as hereinafter defined) on Company. Each Company has delivered to Parent true, complete and correct copies of the Company’s Subsidiaries is duly organized, validly existing articles of incorporation and in good standing (where such concept is recognized under applicable Law) under the Laws bylaws or comparable governing documents of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted Company and each Subsidiary of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon A true, correct and complete list of all Subsidiaries of Company, together with the request jurisdiction of Parentincorporation of each such Subsidiary, is set forth in Section 4.1(a) of the Disclosure Memorandum. Company will make available to Parent owns directly or indirectly each of the comparable organizational documents outstanding shares of capital stock of each of its other the Subsidiaries set forth in Section 4.1(a) of the Disclosure Memorandum. Each of the outstanding shares of capital stock of each of Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable (or, in the case of foreign Subsidiaries, is appropriately authorized, validly issued and, if applicable under local Law, nonassessable), and except as set forth in each case as amended to and in effect as Section 4.1(a) of the date Disclosure Memorandum is owned, directly or indirectly, by Company free and clear of this Agreementall Liens (as hereinafter defined). Except as set forth in Section 4.1(a) of the Disclosure Memorandum, neither Company nor any of its Subsidiaries owns directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or entity (other than investments in short-term investment securities acquired in the ordinary course of business).

Organization, Standing and Corporate Power. The Company Each of the Sellers and the Companies is a corporation duly organized, validly existing existing, and in good standing under the Laws laws of its the jurisdiction set forth opposite such entity's name in Section 2.1 of organization the disclosure schedule dated the date hereof and delivered concurrently herewith by the Sellers to the Purchaser (the "Seller Disclosure Schedule") and has all the requisite corporate power and authority to carry on its business as presently conducted now being conducted. Each of the Sellers and the Companies is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties assets makes such qualification or licensing necessary, other than except where the failure to be so qualified, qualified or licensed or and in good standing has does not had and would not reasonably be expected have a material adverse effect on (i) the business, financial condition or results of operations of the Companies, taken as a whole (a "Company Material Adverse Effect"), (ii) the legal ability of Sellers to haveconsummate the transactions contemplated by this Agreement or (iii) the validity or enforceability of this Agreement. For purposes of this definition, individually or in the aggregate, determining whether a Company Material Adverse Effect. Each Effect has occurred, the insurance business of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business CPI, CPF and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior Intramerica being reinsured pursuant to the execution of this Agreement (i) a true and complete copy of the Amended and Restated Certificate of Incorporation of the Company reinsurance agreements required under Article IV hereof (the “Company Certificate of Incorporation”"Reinsured Businesses") and shall be treated as if such Reinsured Businesses had been conducted by the By-laws of the Company (the “Company By-laws”), in each case Companies taken as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of a whole at the date of this Agreement. Upon For avoidance of doubt, it is the request intention of Parentthe parties hereto that the Reinsured Businesses are part of the business being sold to Purchaser and shall be treated as if such had been added to the business, financial condition or results of operations of the Company will make available Companies taken as a whole. The Sellers have delivered to Parent the comparable organizational documents Purchaser complete and correct copies of the articles or certificate of incorporation and bylaws of each of its other Subsidiariesthe Sellers and the Companies, in each case as amended to and in effect as of through the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed by its management to be conducted, except where the failure to have such government licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the Company Certificate and its Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (as amended, the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Board of Directors of the Company and each of its Subsidiaries and the committees of each of such Board of Directors, in each case held since January 1, 2002 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Company (a) Each of Cargill and CFI is and, when formed, each of the other Cargill Contributing Corporations will be, an entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of organization in which it is formed and has or, in the case of the other Cargill Contributing Corporations, will have all requisite corporate power and authority to own and operate the Contributed Subsidiaries and to carry on its business the Cargill Fertilizer Businesses as presently conducted now being conducted. Each of Cargill and CFI is and, when formed, each of the other Cargill Contributing Corporations will be, duly qualified or licensed to do business as a foreign corporation and each of Cargill and CFI is and, when formed, each of the other Cargill Contributing Corporations will be, in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which it operates and the nature conduct of its business the Cargill Fertilizer Businesses or the ownership, leasing ownership or operation of its the properties constituting the Xxxxxxx Fertilizer Businesses makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Cargill Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company Cargill has made available to Parent prior to the execution IMC complete and correct copies of this Agreement (i) a true and complete copy of the Amended and Restated its Certificate of Incorporation and Bylaws and the certificate of incorporation and bylaws (or comparable organizational documents) of CFI and each of Cargill’s Subsidiaries that currently are part of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”)Xxxxxxx Fertilizer Businesses, in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Each of the Company and its Subsidiaries (i) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of its the jurisdiction of its organization and (except, in the case of good standing, for entities organized under the Laws of any jurisdiction that does not recognize such concept), (ii) has all requisite corporate corporate, company, partnership or other organizational power and authority to carry on its business as presently currently conducted and (iii) is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where (except, in the case of good standing, any jurisdiction that does not recognize such concept) in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualifiedorganized, existing, qualified or licensed or in good standing has not had and would not reasonably be expected (except, in the case of clause (i) above, with respect to havethe Company), individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent prior complete and correct copies of the certificate of incorporation of the Company, as amended to the execution date of this Agreement (i) a true the "Company Certificate"), and complete copy the bylaws of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”)Company, in each case as amended to and in effect as of the date of this AgreementAgreement (the "Company Bylaws"), and (ii) the certificate of limited partnership of WPZ incorporation and the partnership agreement of WPZ bylaws (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable or similar organizational documents documents) of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement. The Company has made available to Parent complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries held since March 1, 2008 (other than portions of any minutes (or drafts thereof) related to the transactions contemplated by this Agreement or any Takeover Proposal). The Company has made available to Parent complete and correct copies of all resolutions of the Board of Directors of the Company, and each committee thereof, in respect of this Agreement and the transactions contemplated hereby.

Organization, Standing and Corporate Power. The Company Each of Parent and Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction the Commonwealth of organization Virginia, in the case of Parent, and the Laws of the State of South Carolina, in the case of Merger Sub, and has all requisite corporate power and authority to carry on its business as presently currently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties or assets makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. Each of the CompanyParent’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws Law of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted currently conducted, and each of the CompanyParent’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties or assets makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company Parent has made available to Parent prior to the execution of this Agreement (i) Company a true and complete copy of the Amended and Restated Certificate organizational documents of Incorporation of the Company Parent (the “Company Certificate of IncorporationParent Organizational Documents”) ), and the By-laws comparable organizational documents of the Company (the “Company By-laws”)Merger Sub, in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Company Each of Sonoma and the Sonoma Material Subsidiaries is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of its the jurisdiction of organization in which it is formed and has all requisite corporate corporate, limited liability company or other entity power and authority to carry on its business as presently conducted now being conducted. Each other Subsidiary of Sonoma is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite corporate, limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Sonoma Material Adverse Effect. Sonoma and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or in good standing has not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Sonoma Material Adverse Effect. Each of Sonoma has, prior to the Company’s Subsidiaries is duly organizeddate hereof, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a Greystone true and complete copy copies of the its Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of IncorporationSonoma Charter”) and Second Amended and Restated Bylaws (the “Sonoma Bylaws”) and the By-laws charter and bylaws (or comparable organizational documents) of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Sonoma Material Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of its the jurisdiction of organization in which it is organized and has all the requisite corporate power and authority to carry on own, lease and operate its properties and assets and to conduct its business as presently conducted conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where except for those jurisdictions in which the failure to be so qualified, qualified or licensed or to be in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of Effect on the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to true and complete copies of its certificate of incorporation, as amended, supplemented, modified or restated through the execution date of this Agreement (i) a true including any and complete copy all certificates of the Amended and Restated Certificate of Incorporation of the Company (designations attached thereto, the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”)bylaws, in each case as amended to and in effect as of amended, supplemented, modified or restated through the date of this Agreement, Agreement (including any and (iiall amendments thereto the “Company Bylaws”) and the certificate of limited partnership of WPZ incorporation and the partnership agreement of WPZ (the “WPZ Partnership Agreement”)bylaws, in or equivalent organizational documents, each case as amended to and in effect as of amended, supplemented, modified or restated through the date of this AgreementAgreement (or equivalent organizational documents) of each Subsidiary. Upon the request The Company Certificate of ParentIncorporation, the Company will make Bylaws and such other certificates of incorporation, bylaws or equivalent organizational documents for the Subsidiaries are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision of its certificate of incorporation, bylaws or equivalent organizational documents. The Company has made available to Parent and its representatives correct and complete copies of the comparable organizational documents minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Board of Directors of the Company and each committee of the Board of Directors of the Company and each of its other SubsidiariesSubsidiaries held since October 1, in each case as amended to and in effect as of 2000 through the date of this Agreement.

Organization, Standing and Corporate Power. The Company is a corporation duly organized, incorporated and validly existing and in good standing under the Laws of its jurisdiction the State of organization South Carolina and has all requisite corporate power and authority to carry on its business as presently currently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties or assets makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws Law of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted currently conducted, and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties or assets makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) a true and complete copy of the Restated Articles of Incorporation of the Company and any amendments thereto (collectively, the “Company Articles of Incorporation”) and the Amended and Restated Certificate of Incorporation Bylaws of the Company (the “Company Certificate Bylaws” and together with the Company Articles of Incorporation”) and the By-laws of the Company (, the “Company By-lawsOrganizational Documents”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Company Each of Greystone and the Greystone Material Subsidiaries is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of its the jurisdiction of organization in which it is formed and has all requisite corporate corporate, limited liability company or other entity power and authority to carry on its business as presently conducted now being conducted. Each other Subsidiary of Greystone is an entity duly organized, validly existing and in good standing (except to the extent the “good standing” concept is not applicable in any relevant jurisdiction) under the Laws of the jurisdiction in which it is formed and has all requisite limited liability company or other entity power and authority to carry on its business as now being conducted, except to the extent that any failure to be so organized, validly existing and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Greystone Material Adverse Effect. Greystone and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or in good standing has not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Greystone Material Adverse Effect. Each of Greystone has, prior to the Company’s Subsidiaries is duly organizeddate hereof, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the execution of this Agreement (i) Sonoma a true and complete copy of the Amended certificate of formation of Greystone, the Greystone LLC Operating Agreement and Restated Certificate of Incorporation the charter and bylaws (or comparable organizational documents) of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Greystone Material Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

Organization, Standing and Corporate Power. The Each of the Company is and its Subsidiaries has been duly organized, and is validly existing and in good standing under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation or formation, as the case may be, and has all requisite corporate power and authority and possesses all governmental licenses, permits, authorizations and approvals necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and as currently proposed by its management to be conducted, except where the failure to have such government licenses, permits, authorizations or approvals individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent Parent, prior to the execution of this Agreement (i) a true Agreement, complete and complete copy of the Amended and Restated Certificate of Incorporation accurate copies of the Company (the “Company Certificate of Incorporation”) and the its By-laws of the Company (the “"Company By-laws”"), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and in effect as accurate copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company and each of its Subsidiaries, the Board of Directors of the Company and each of its Subsidiaries and the committees of each of such Board of Directors, in each case held since August 4, 2000 and prior to the date of this Agreementhereof.

Organization, Standing and Corporate Power. The Company ProLogis is a real estate investment trust duly organizedformed, validly existing and in good standing under the Laws laws of its jurisdiction Maryland. Each of organization PARTY B and has all requisite corporate power Newco I is a limited partnership duly formed, validly existing and authority to carry on its business as presently conducted in good standing under the laws of Delaware. Merger Sub is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware. Partnership Merger Sub is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware. Each of ProLogis, PARTY B, Merger Sub, Newco I, and Partnership Merger Sub is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business businesses or the ownership, operation or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed or 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 of the Company’s Subsidiaries is duly organized(x) would not have, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected likely to have, individually a material adverse effect on the business, properties, condition (financial or in otherwise) or results of operations of ProLogis and the aggregateProLogis Subsidiaries (as defined herein), taken as a Company whole, or on ProLogis and its Subsidiaries, taken as a whole, or (y) would not, or would not reasonably be likely to, prevent or materially delay the performance by the ProLogis Parties of any of their respective obligations under this Agreement or the consummation of the Mergers or any other transaction contemplated by the Agreement, (a "ProLogis Material Adverse Effect. The Company has made available "), provided that a ProLogis Material Adverse Effect shall not include any change with respect to Parent prior ProLogis or any of its Subsidiaries, to the execution of this Agreement extent resulting from or attributable to (i) general national, international or regional economic, financial or political conditions or events, including, without limitation, the effects of terrorist acts that do not result in the destruction or material physical damage of a true and complete copy material portion of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”)ProLogis' real properties, in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”)announcement, in each case as amended to and in effect as of the date pendency or consummation of this Agreement. Upon Agreement or the request of Parent, other Transactional Documents or the Company will make available to Parent transactions contemplated hereby and thereby or (iii) conditions generally affecting the comparable organizational documents of each of securities markets or the industries in which ProLogis and its other Subsidiaries, in each case as amended to and in effect as of the date of this AgreementSubsidiaries operate.

Organization, Standing and Corporate Power. The Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries FNT and each FNT Subsidiary (as hereinafter defined) is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing (in such jurisdictions where such concept is recognized under applicable Lawapplicable) under the Laws laws of the jurisdiction of its jurisdiction of organization and has all the requisite corporate corporate, limited liability company or similar other entity power and authority to carry on its business as presently conducted now being conducted. Each of FNT and each of the Company’s Subsidiaries FNT Subsidiary is duly qualified or licensed to do business and is in good standing (in such jurisdictions where such concept is recognized under applicable Lawapplicable) in each jurisdiction where in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, licensed qualified (individually or in good standing has not had and the aggregate) would not reasonably be expected to havehave an FNT Material Adverse Effect (as hereinafter defined). For purposes of this Agreement, (i) an “FNT Subsidiary” means a subsidiary of FNT, and (ii) an “FNT Material Adverse Effect” means (x) any event, circumstance or change that, individually or in the aggregate, is or would reasonably be likely to be materially adverse to the assets, Liabilities, business, condition (financial or otherwise) or results of operations of FNT and the FNT Subsidiaries taken as a Company Material Adverse Effectwhole, other than any such event, circumstance or change to the extent resulting from (A) changes in general economic conditions affecting the United States occurring after the date hereof, (B) general changes or developments in the industry in which FNT and the FNT Subsidiaries operate occurring after the date hereof, (C) changes in laws or regulations occurring after the date hereof or (D) the announcement of this Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on the relationships, contractual or otherwise, with any customers, distributors, partners or employees of FNT and the FNT Subsidiaries to the extent due to the announcement of this Agreement or the identity of the parties hereto, unless, in the case of the foregoing clause (A) or (B), such changes referred to therein have a materially disproportionate effect on FNT and the FNT Subsidiaries taken as a whole relative to other participants in the industry in which FNT and the FNT Subsidiaries operate, or (y) any material adverse effect on the ability of FNT to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. The Company has True and complete copies of the Organizational Documents of FNT and each FNT Subsidiary as in effect on the date hereof have been heretofore made available to Parent prior to the execution of this Agreement (i) a true and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this AgreementFNF.

Organization, Standing and Corporate Power. The Company Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of its the jurisdiction of organization in which it is incorporated and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as presently conducted now being conducted. Each of Parent and Merger Sub is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, qualified or licensed individually or in good standing the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect. Each For purposes of the Company’s Subsidiaries is duly organizedthis Agreement, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company “Parent Material Adverse Effect” shall mean any change, event, occurrence, violation, circumstance or effect having or that is reasonably likely to have a material adverse effect on (i) the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, or (ii) the business, assets (including intangible assets), Liabilities, financial condition or results of operations of Parent and its Subsidiary, taken as a whole, except for any change or effect that arises out of, results from or is attributable to (a) any change in conditions in the United States, foreign or global economy or capital or financial markets generally, including any change in interest or exchange rates, which, in each, do not disproportionately affect Parent and its Subsidiary, taken as a whole, (b) any change in conditions (including any change in general legal, regulatory, political, economic or business conditions or any change in GAAP) in or otherwise generally affecting industries in which Parent and its Subsidiary conduct business, which, in each case, do not disproportionately affect Parent and its Subsidiary, taken as a whole, (c) the impact of the announcement of the execution of this Agreement, or the consummation of the transactions contemplated hereby, on the relationships, contractual or otherwise, between Parent and its landlords, suppliers, vendors or employees or (d) any act of terrorism or war (whether or not threatened, pending or declared), which does not disproportionately affect Parent and its Subsidiary, taken as a whole. The Company Parent has made available to Parent prior to the execution of this Agreement (i) a true and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate complete and correct copies of Incorporation”) its Organizational Documents and the By-laws Organizational Documents of the Company (the “Company By-laws”), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), in each case as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this AgreementMerger Sub.

Organization, Standing and Corporate Power. The Company Each of Parent, Merger Sub and each of Parent’s Subsidiaries has been duly organized and is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of its the jurisdiction of organization its incorporation or formation, as the case may be, and has all requisite corporate power and authority necessary to enable it to use its corporate or other name and to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownershipcurrently conducted, leasing or operation of its properties makes such qualification or licensing necessary, other than except where the failure to be so qualifiedorganized, licensed existing and in good standing, or to have such power and authority, individually or in good standing the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect. Each of the Company’s Subsidiaries is duly organizedParent, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted Merger Sub and each of the CompanyParent’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Lawwith respect to jurisdictions that recognize that concept) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties or other assets makes such qualification qualification, licensing or licensing good standing necessary, other than except where the failure to be so qualified, licensed or in good standing individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect. The Company Parent has made available to Parent the Company, prior to the execution date of this Agreement (i) a true Agreement, complete and complete copy accurate copies of the Amended and Restated Certificate of Incorporation of the Company Parent (the “Company Certificate of IncorporationParent Certificate”) and the By-laws Laws of the Company Parent (the “Company By-lawsParent Bylaws”), the Merger Sub Certificate and the Merger Sub Bylaws. The Parent Certificate, the Parent Bylaws, the Merger Sub Certificate and the Merger Sub Bylaws so delivered are in each case as amended to full force and effect and Parent is not in effect as violation of the date of this Agreement, Parent Certificate or Parent Bylaws and (ii) the certificate of limited partnership of WPZ and the partnership agreement of WPZ (the “WPZ Partnership Agreement”), Merger Sub is not in each case as amended to and in effect as violation of the date of this Agreement. Upon Merger Sub Certificate or the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this AgreementMerger Sub Bylaws.

Organization, Standing and Corporate Power. The Company CPA:14 is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction the State of organization Maryland and has all the requisite corporate trust power and authority to own, lease and operate its properties and to carry on its business as presently conducted and now being conducted. CPA:14 is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where in which the nature of its the business it is conducting, or the ownership, operation or leasing or operation of its properties or the management of properties for others makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified, licensed qualified or in good standing has not had and would not reasonably be expected to havelicensed, individually or in the aggregate, (x) would not have, or would not be reasonably likely to have, a Company material adverse effect on the business, properties, financial condition, or results of operations of CPA:14 and the CPA:14 Subsidiaries taken as a whole or (y) would not, or would not be reasonably likely to, prevent or materially delay the performance by CPA:14 of its obligations under this Agreement or the consummation of the Merger or any other transaction contemplated by this Agreement (such effect, a “CPA:14 Material Adverse Effect. Each of ”), provided that as used in this Agreement, the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, parties agree that a Company CPA:14 Material Adverse Effect. The Company has made available Effect shall not include any change with respect to Parent prior CPA:14 or any CPA:14 Subsidiary to the execution of this Agreement extent resulting from or attributable to (i) general national, international or regional economic, financial or political conditions or events, including, without limitation, the effects of terrorist acts that do not result in the destruction or material physical damage of a true and complete copy material portion of the Amended and Restated Certificate of Incorporation of the Company CPA:14 Properties (the “Company Certificate of Incorporation”) and the By-laws of the Company (the “Company By-laws”as defined herein), in each case as amended to and in effect as of the date of this Agreement, and (ii) the certificate announcement, pendency or consummation of limited partnership of WPZ this Agreement or the other Transaction Documents or the transactions contemplated thereby or (iii) conditions generally affecting the securities markets or the industries in which CPA:14 and the partnership agreement CPA:14 Subsidiaries operate to the extent such conditions do not disproportionately affect CPA:14. CPA:14 has heretofore made available to CPA:12 complete and correct copies of WPZ its charter, as amended and supplemented to the date hereof (the “WPZ Partnership AgreementCPA:14 Charter”), in each case and its bylaws, as amended to and in effect as of the date of this Agreement. Upon the request of Parent, the Company will make available to Parent the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreementhereof (“CPA:14 Bylaws”).