Common use of Ownership and Interim Operations of Sub and the Trust Clause in Contracts

Ownership and Interim Operations of Sub and the Trust. Each of Sub and the Trust was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Each of Sub and the Trust is, and at the Effective Time will be directly and wholly-owned by CSLC. Sub does not own, and at all times from and after the date hereof and prior to the Effective Time will continue not to own, any asset other than an amount of cash necessary for its due incorporation and good standing and to pay the fees and expenses of the Merger attributable to it if the Merger is consummated. The Trust does not have, and at all times from and after the date hereof and while any Convertible Securities are issued and outstanding shall continue not to have, any liabilities (contingent or otherwise) which would be required to be reflected on a balance sheet prepared in accordance with GAAP. At the Effective Time (and giving effect to consummation of the ILM II Merger), the sole asset of the Trust will consist of $59,500,000 principal amount of CSLC's 8.0% Subordinated Debentures due 2009 (the "Convertible Subordinated Debentures"), the terms, features and provisions of which are as substantially set forth in the Form of 8% Convertible Subordinated Indenture (and related form of Convertible Subordinated Debenture) annexed hereto as Exhibit B-1. Annexed hereto as Exhibits A-1 and A-2 are true and complete copies of the Trust Agreements, which constitute the sole organizational instruments defining the purposes and powers of the Trust, the rights of CSLC as exclusive trust beneficiary thereof on the date hereof, and the rights, duties and obligations of the respective trustees thereunder.

Ownership and Interim Operations of Sub and the Trust. Each of Sub and the Trust was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Each of Sub and the Trust is, and at the Effective Time will be directly and wholly-owned by CSLC. Sub does not own, and at all times from and after the date hereof and prior to the Effective Time will continue not to own, any asset other than an amount of cash necessary for its due incorporation and good standing and to pay the fees and expenses of the Merger attributable to it if the Merger is consummated. The Trust does not have, and at all times from and after the date hereof and while any Convertible Securities are issued and outstanding shall continue not to have, any liabilities (contingent or otherwise) which would be required to be reflected on a balance sheet prepared in accordance with GAAP. At the Effective Time (and giving effect to consummation of the ILM II Merger), the sole asset of the Trust will consist of $59,500,000 principal amount of CSLC's 8.0% Subordinated Debentures due 2009 (the "Convertible Subordinated Debentures"), the terms, features and provisions of which are as substantially set forth in the Form of 8% Convertible Subordinated Indenture (and related form of Convertible Subordinated Debenture) annexed hereto as Exhibit B-1. Annexed hereto as Exhibits A-1 and A-2 are true and complete copies of the Trust Agreements, which constitute the sole organizational instruments defining the purposes and powers of the Trust, the rights of CSLC as exclusive trust beneficiary thereof on the date hereof, and the rights, duties and obligations of the respective trustees thereunder.

Ownership and Interim Operations of Sub and the Trust. Each of Sub and the Trust was formed solely for the purpose of engaging in the transactions contemplated hereby and has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Each of Sub and the Trust is, and at the Effective Time will be directly and wholly-owned by CSLC. Sub does not own, and at all times from and after the date hereof and prior to the Effective Time will continue not to own, any asset other than an amount of cash necessary for its due incorporation and good standing and to pay the fees and expenses of the Merger attributable to it if the Merger is consummated. The Trust does not have, and at all times from and after the date hereof and while any Convertible Securities are issued and outstanding shall continue not to have, any liabilities (contingent or otherwise) which would be required to be reflected on a balance sheet prepared in accordance with GAAP. At the Effective Time (and giving effect to consummation of the ILM II Merger), the sole asset of the Trust will consist of $59,500,000 principal amount of CSLC's 8.0% Subordinated Debentures due 2009 (the "Convertible Subordinated Debentures"), the terms, features and provisions of which are as substantially set forth in the Form of 8% Convertible Subordinated Indenture (and related form of Convertible Subordinated Debenture) annexed hereto as Exhibit B-1. Annexed hereto as Exhibits A-1 X- 0 and A-2 are true and complete copies of the Trust Agreements, which constitute the sole organizational instruments defining the purposes and powers of the Trust, the rights of CSLC as exclusive trust beneficiary thereof on the date hereof, and the rights, duties and obligations of the respective trustees thereunder.