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<br />CERTIFICATE OF OWNERSHIP AND MERGER
<br />MERGING
<br />Finance One of Alabama, Inc.
<br />C.I.T. Financial Services, Inc.
<br />Finance One of Arizona, Inc.
<br />Manufacturers Hanover Financial Services of Arizona, Inc
<br />Finance One of Connecticut, Inc.
<br />Manufacturers Hanover Financial Services of Connecticut, I.
<br />C.I.T. Financial Services Corporation
<br />C.I.T. Financial Services, Inc.
<br />C.I.T. Financial Services, Inc. of Michigan
<br />Finance One of Florida, Inc.
<br />Finance One Mortgage of Florida, Inc.
<br />Finance One Credit of Florida, Inc.
<br />Manufacturers Hanover Financial Services of Florida, Inc
<br />Manufacturers Hanover Financial Credit of Florida, Inc.
<br />Finance One of Indiana, Inc.
<br />Finance One of Kansas, Inc.
<br />Manufacturers Hanover Financial Services of Kansas, Inc.
<br />C.I.T. Financial Services, Inc. of Kansas
<br />Finance One of Kentucky, Inc.
<br />Finance One Mortgage of Kentucky, Inc.
<br />Finance One of Louisiana, Inc.
<br />Manufacturers Hanover Financial Services of Louisiana, Ir
<br />Finance One of Maryland, Inc.
<br />Manufacturers Hanover Financial Services of Maryland, Inc
<br />Manufacturers Hanover Financial Services of Massachusetts,
<br />Finance One of Mississippi, Inc.
<br />Finance One of Missouri, Inc.
<br />Finance One of New Jersey, Inc.
<br />Manufacturers Hanover Financial Services of New Jersey, Ir
<br />Manufacturers Hanover Financial Services of New Mexico, Ir
<br />Finance One of North Carolina, Inc.
<br />Finance One Mortgage of North Carolina, Inc.
<br />Finance One of Ohio, Inc.
<br />Finance One Mortgage of Ohio, Inc.
<br />Manufacturers Hanover Financial Services of Ohio, Inc.
<br />C.I.T. Financial Services, Inc. of Ohio
<br />Finance One of Oklahoma, Inc.
<br />Manufacturers Hanover Financial Services of Oklahoma, In(
<br />Finance One of Oregon, Inc.
<br />Manufacturers Hanover Financial Services of Pennsylvania,
<br />Finance One of South Carolina, Inc.
<br />Finance One of Texas, Inc.
<br />Manufacturers Hanover Financial Services of Texas, Inc
<br />Finance One of Virginia, Inc.
<br />Finance One Mortgage of Virginia, Inc.
<br />Manufacturers Hanover Financial Services of ` lirginia, In
<br />Finance One of Washington, Inc.
<br />Finance One of West Virginia, Inc.
<br />C.I.T. Financial Services Corporation
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