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business as presently conducted, and (B) is duly qualified to do business as a foreign limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification necessary, except in the case of clauses (ii)(A) and (ii)(B), where any such failure has not had, or could not reasonably be expected to have a material adverse effect on Seller or its ability to consummate the transactions contemplated hereby.

(b) Company (i) is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York and (ii) (A) has full corporate power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted, and (B) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification necessary, except in the case of clauses (ii)(A) and (ii)(B), where any such failure has not had, or could not reasonably be expected to have a Material Adverse Effect on Company. Seller has previously furnished or made available to Buyer true and complete copies of (x) the Certificate of Incorporation of Company, as amended to date (the “ Certificate of Incorporation ”); (y) the Bylaws of Company, as amended to date (the “ Bylaws ”) and (z) minutes (or, in the case of minutes that have not yet been finalized, drafts thereof, other than minutes, or portions thereof, relating to the sale of Company and other strategic alternatives) of all meetings of the stockholders of Company, the board of directors of Company and the committees of the board of directors of Company, in each case held since January 1, 2004. The Certificate of Incorporation and the Bylaws are in full force and effect and have not been otherwise amended or modified.

(c) (i) Each Company Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, and (ii) each Company Subsidiary (A) has full limited liability company power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted, and (B) is duly qualified to do business as a foreign limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification necessary, except in the case of clauses (ii)(A) and (ii)(B), where any such failure has not had, or could not reasonably be expected to have, a Material Adverse Effect on Company. Seller has previously furnished or made available to Buyer true and complete copies of (x) the certificate of formation of each Company Subsidiary, as amended to date; (y) the limited liability company agreement of each Company Subsidiary, as amended to date and (z) minutes (or, in the case of minutes that have not yet been finalized, drafts thereof, other than minutes, or portions thereof, relating to the sale of Company and other strategic alternatives) of all meetings of the members of each Company Subsidiary, the managers of each Company Subsidiary and any committees of each Company Subsidiary, in each case held since January 1, 2004. The certificate of formation and the limited liability company agreement of each Company Subsidiary are in full force and effect and have not been otherwise amended or modified.

Section 3.2 Capitalization and Title to Shares .

(a) The authorized capital stock of Company consists of (i) 9,990,000 shares of Common Stock and (ii) 10,000 shares of preferred stock. As of the date hereof,

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