Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed or in good standing that would not have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documents.

Organization and Qualification; Subsidiaries. The Company Each of Parent and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. The Company Each of Parent and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to Parent complete and correct copies of the Company Certificate and Company Bylaws and no later than five (5) business days after the certificate date hereof). Except as set forth in Section 2.01 of incorporation and bylaws Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLany interest convertible into or exchangeable or exercisable for, since July 1any equity or similar interest in, 2008any corporation, which contain approved minutes of all meetings of their respective boards of directorspartnership, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsjoint venture or other business association or entity, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentscompany.

Organization and Qualification; Subsidiaries. The Company Each of Parent and its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all Approvals necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals would not have a Material Adverse Effect (as defined in Section 8.03). The Company Each of Parent and each Company Subsidiary of its significant subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not have a Company Material Adverse Effect. The Company has made available to A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent complete and correct copies or another subsidiary, is set forth in Section 3.01 of the disclosure schedule prepared by Parent and delivered to the Company Certificate and Company Bylaws and in connection with the certificate execution of incorporation and bylaws this Agreement (the "Parent Disclosure Schedule"). Except as set forth in Section 3.01 of the Parent Disclosure Schedule or the Parent SEC Reports (as defined in Section 3.07), Parent does not directly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLany interest convertible into or exchangeable or exercisable for, since July 1any equity or similar interest in, 2008any corporation, which contain approved minutes of all meetings of their respective boards of directorspartnership, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsjoint venture or other business association or entity, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred which Parent has invested or is required to invest $1,000,000 or more, excluding shares of Company Common Stock and the equity interest in such minutes, subject to certain agreed redactions. Neither Casa Ley X.X. xx C.V. and the Company nor limited partnership interests in SSI Equity Associates L.P. held by Parent or any Company Subsidiary is in violation direct or indirect subsidiary of its organizational or governing documentsParent.

Organization and Qualification; Subsidiaries. The Each of the Company and each subsidiary of the Company (a "Subsidiary") is a corporation or partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company organization and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in all material respectsgood standing or to have such power and authority would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, qualified or licensed or and in good standing that would not not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of When used in connection with the Company Certificate or any Subsidiary, the term "Material Adverse Effect" means any change or effect that, when taken together with all other adverse changes and Company Bylaws and effects, is or is reasonably likely to be materially adverse to the certificate of incorporation and bylaws business, operations, assets, or similar organizational condition (financial or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books otherwise) of the Company and BHL, since July 1, 2008, which contain approved minutes the Subsidiaries taken as a whole. A true and complete list of all meetings the Subsidiaries, together with the jurisdiction of their respective boards incorporation of directorseach Subsidiary, committees thereof and stockholders the percentage of the outstanding capital stock of each Subsidiary owned by the Company and all actions each other Subsidiary, is set forth in Section 3.01 of the Disclosure Schedule delivered concurrently with the execution and delivery of this Agreement by written consent taken without the Company to Parent (the "Disclosure Schedule"). Except as disclosed in such Section 3.01 of the Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for or have voting rights with respect to, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, other than indirect equity and similar interests held for investment which are not, in the aggregate, material to the Company. Except as set forth in Section 3.01 of the Disclosure Schedule, there are not now, and on the Tender Offer Acceptance Date there will not be, any voting trusts or other agreements or understandings to which the Company or any Subsidiary is a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders party or is bound with respect to all transactions referred the voting of the capital stock of the Company. No Subsidiary is material to in such minutesthe business, subject to certain agreed redactions. Neither operations or condition (financial or otherwise) of the Company nor or has any Company Subsidiary is in violation of its organizational material assets or governing documentsliabilities.

Organization and Qualification; Subsidiaries. The Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly jurisdiction in which it is organized and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Each of the Company and each Company Subsidiary its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, business and is in good standing, standing in each jurisdiction where the character of the properties or assets owned, leased or operated by it or in which the nature of its business or the ownership or leasing of its properties makes such qualificationqualification or licensing necessary, licensing or good standing necessary or desirable, except for other than in such failures jurisdictions where the failure to be so qualified, qualified or licensed (individually or in good standing that the aggregate) has not had and would not reasonably be expected to have a Company Material Adverse Effect. The term “Subsidiary”, with respect to any Person, means any corporation or other legal entity of which such Person Controls (either alone or through or together with any other Subsidiary), directly or indirectly, more than 50% of the capital stock or other ownership interests the holders of which are generally entitled to vote for the election of the Board of Directors or other governing body of such corporation or other legal entity. The Company Disclosure Memorandum lists each Subsidiary of the Company. The Company has delivered to Parent complete and correct copies of its articles of incorporation and by-laws and the articles or certificates of incorporation and by-laws (or comparable charter documents) of its Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent complete and correct accurate copies of the Company Certificate and Company Bylaws and minutes (or, in the certificate case of incorporation and bylaws or similar organizational or governing documents minutes that have not yet been finalized, drafts thereof) of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies meetings of the minute books stockholders of the Company, the Board of Directors of the Company and BHLthe committees of its Board of Directors, in each case held since July January 1, 20082003 and as of the date hereof. All of the outstanding shares of capital stock or other ownership interests of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable and owned by the Company, which contain approved minutes by another Subsidiary of the Company or by the Company and another such Subsidiary, free and clear of all meetings pledges, claims, liens, charges, encumbrances and security interests of their respective boards any kind or nature whatsoever (collectively, “Liens”), and free of directorsany restriction on the right to vote, committees thereof and stockholders and all actions sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by written consent taken without a meeting by their respective boards applicable securities Laws. There are no outstanding (i) securities of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor or any Company Subsidiary is in violation of its organizational Subsidiaries convertible into or governing documentsexchangeable for shares of capital stock or other ownership interests in any Subsidiary of the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other ownership interests in, or any securities convertible into or exchangeable for any capital stock or other ownership interests in, any Subsidiary of the Company. Except for ownership of less than 1% in any publicly traded company and the capital stock or other ownership interests of its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture or other entity. No Subsidiary of the Company owns any shares of Company Common Stock.

Organization and Qualification; Subsidiaries. The Company (a) Each of Parent, its domestic subsidiaries and its foreign subsidiaries incorporated under the laws of Canada or Sweden (the "PARENT DESIGNATED FOREIGN SUBSIDIARIES") is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its assets and properties and assets and to carry on its business as it is now being conducted. Parent has delivered to Company a complete and correct list of all of Parent's direct and indirect subsidiaries as of the date of this Agreement, in all material respectsindicating the jurisdiction of organization of each subsidiary and Parent's equity interest therein. The Company Each of Parent, its domestic subsidiaries and each Company Subsidiary of the Parent Designated Foreign Subsidiaries is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business and the business of its subsidiaries as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Each of Parent, its domestic subsidiaries and each of the Parent Designated Foreign Subsidiaries is in compliance with the terms of the Approvals and is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not not, either individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent. The Company has made available to Other than wholly owned subsidiaries, Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws does not directly or indirectly own any material equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLany interest convertible or exchangeable or exercisable for, since July 1any equity or similar interest in, 2008any corporation, which contain approved minutes of all meetings of their respective boards of directorspartnership, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsjoint venture or other business, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational association or governing documentsentity.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals would not reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The A true and complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary, the authorized capitalization of each subsidiary, and the percentage of each subsidiary's outstanding capital stock owned by the Company has made available to Parent complete and correct copies or another subsidiary, is set forth in Section 2.1 of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectDisclosure Schedule. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest the Company has also made available invested or is required to Parent complete and correct copies of the minute books of invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company and BHL, since July 1, 2008, which contain approved minutes comprising less than five percent of all meetings the outstanding stock of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentscompany.

Organization and Qualification; Subsidiaries. The Each of the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders ("Approvals") necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals would not have a Material Adverse Effect. The Each of the Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not have a Company Material Adverse Effect. The A true and complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary, the authorized capitalization of each subsidiary, and the percentage of each subsidiary's outstanding capital stock owned by the Company has made available to Parent complete and correct copies or another subsidiary, is set forth in Section 2.1 of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are Disclosure Schedule. Except as set forth in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books Section 2.1 of the Company and BHLDisclosure Schedule, since July 1the Company does not directly or indirectly own any equity or similar interest in, 2008or any interest convertible into or exchangeable or exercisable for, which contain approved minutes of all meetings of their respective boards of directorsany equity or similar interest in, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsany corporation, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directorspartnership, committees thereof and stockholders joint venture or other business association or entity, with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither which interest the Company nor or any Company Subsidiary is in violation of its organizational subsidiaries has invested or governing documents.is required to invest $50,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company. Section 2.2

Organization and Qualification; Subsidiaries. The Company Each of Parent and its Significant Subsidiaries is a corporation or other entity duly organized, validly existing and and, as applicable, in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company organization and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar other power and authority and all necessary approvals from Governmental Entities to own, lease and operate its assets and properties and assets to carry on its business as it is now being conducted. Each of Parent and its subsidiaries is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in all material respectsthe aggregate, have a Material Adverse Effect (as defined below). The Company Each of Parent and each Company Subsidiary is its subsidiaries is, as applicable, duly qualified or licensed as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not not, either individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available When used in this Article 4 or elsewhere in connection with Parent or any of its subsidiaries, the term "Material Adverse Effect" means any change, event or effect that is materially adverse to the business, financial condition or results of operations of Parent complete and correct copies its subsidiaries (including USANi LLC, a Delaware limited liability company) taken as a whole, excluding changes in general economic conditions in the economy as a whole. Other than wholly owned subsidiaries and except as disclosed in the Parent SEC Reports (as defined in Section 4.7(a)) or Section 5.3 of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws Parent Disclosure Letter, Parent does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLany interest convertible or exchangeable or exercisable for any equity or similar interest in, since July 1any corporation, 2008partnership, which contain approved minutes of all meetings of their respective boards of directorslimited liability company, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsjoint venture or other business, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational association or governing documentsentity.

Organization and Qualification; Subsidiaries. The Each of the Company and each Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary governmental approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in all material respectsgood standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, qualified or licensed or and in good standing that would not not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of When used in connection with the Company Certificate and Company Bylaws and or any Subsidiary, the certificate of incorporation and bylaws term "Material Adverse Effect" means any effect that is or similar organizational is reasonably likely to be materially adverse to the business, operations, condition or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books assets (including, without limitation, contingent liabilities) of the Company and BHLthe Subsidiaries taken as a whole. A true and complete list of all the Subsidiaries, since July 1together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock of each Subsidiary owned by the Company and each other Subsidiary, 2008is set forth in Section 5.1 of the Disclosure Schedule, which contain approved minutes has been delivered prior to the date of all meetings of their respective boards of directors, committees thereof this Agreement by the Company to the Investors and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to which is attached hereto (the "Disclosure Schedule"). Except as disclosed in such minutesSchedule, subject to certain agreed redactions. Neither the Company nor does not directly or indirectly own any Company Subsidiary is in violation of its organizational equity or governing documentssimilar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized organized, and is validly existing and and, where such concept is recognized, in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, reasonably be material expected to the business of the have a Company and the Company Subsidiaries taken as a wholeMaterial Adverse Effect. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other PersonSubsidiaries. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all governmental approvals and Company Permits necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except for such government approvals and Company Permits, the absence of which, individually or in all material respectsthe aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, licensed or in good standing that that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws by-laws (or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books documents) of the Company and BHLeach material Company Subsidiary, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsamendments thereto, committees thereof and stockholders and accurately reflect as currently in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentseffect.

Organization and Qualification; Subsidiaries. The Company (a) Parent is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of DelawareMaryland and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each Subsidiary of the Company (eachParent OP is a limited liability company, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company Delaware and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar limited liability company power and authority and all necessary approvals from Governmental Entities to own, lease and and, to the extent applicable, operate its properties and assets and to carry on its business as it is now being conducted, except for such failures to have such power and authority that would not, individually or in all material respectsthe aggregate, reasonably be expected to have a Parent Material Adverse Effect. The Company Parent Merger Sub is a limited liability company, validly existing and each Company Subsidiary in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to have such power and authority that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent OP Merger Sub is a limited liability company, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to have such power and authority that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent is duly qualified or licensed to do business as a foreign corporation to do businesscorporation, and is in good standing, in each jurisdiction where the character of the properties or assets owned, operated or leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, licensed or in good standing that would not not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. The Company has made available to Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documents.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation an entity duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or other organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar other power and authority and all necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted or is proposed to be conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power or authority would not have a Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation or other organization, as the case may be, to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not have a Company Material Adverse Effect. The Company has made available to Parent A true and complete and correct copies list of all of the Company's "significant" subsidiaries, as defined in Regulation S-X, is included as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (the "Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectSignificant Subsidiaries"). The Company has also made available furnished to Parent complete and correct copies a list of the minute books all subsidiaries of the Company together with the jurisdiction of incorporation or organization of each such subsidiary and BHLthe percentage of each such subsidiary's outstanding capital stock or other equity interest owned by the Company or another subsidiary of the Company in Section 2.01 of the written disclosure schedule delivered by the Company to Parent (the "Company Disclosure Schedule"). Except as set forth in Section 2.01 of the Company Disclosure Schedule, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither neither the Company nor any Company Subsidiary is in violation of its organizational subsidiaries directly or governing documentsindirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than its wholly owned subsidiaries), in each case with respect to which interest the Company or a subsidiary, individually or in the aggregate, has invested (and currently owns) or is required to invest $2,000,000 or more, excluding securities in any publicly traded company held for investment by the Company and comprising less than one percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. The Company was formed on April 12, 2005. Set forth in Schedule 3(a) is a corporation true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with their respective jurisdictions of organization and the percentage of the outstanding capital stock or other equity interests of each such entity that is held by the Company or any of its Subsidiaries. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly or indirectly own any security or beneficial ownership interest, in any other Person (including through joint venture or partnership agreements) or have any interest in any other Person. Each of the Company and its Subsidiaries is a corporation, limited liability company, partnership or other entity and is duly organized, organized or formed and validly existing and in good standing under the Laws laws of the State of Delawarejurisdiction in which it is incorporated or organized and has the requisite corporate, partnership, limited liability company or other organizational power and authority to own its properties and to carry on its business as now being conducted and as proposed to be conducted by the Company and its Subsidiaries. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been and its Subsidiaries is duly organized qualified to do business and is validly existing and in good standing under in every jurisdiction in which its ownership or lease of property or the Laws nature of the jurisdiction of business conducted or proposed to be conducted by the Company and its incorporation or organization, as the case may beSubsidiaries will make such qualification necessary, except to the extent that the failure of any such Company Subsidiary to be so qualified or be in good standing would notcould not have and could not be, individually or in the aggregate, reasonably be material expected to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed or in good standing that would not have a Company Material Adverse Effect. The Except as set forth in Schedule 3(a), the Company has made available holds all right, title and interest in and to Parent complete and correct copies 100% of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws capital stock, equity or similar organizational or governing documents interests of each Company of its Subsidiaries, in each case, free and clear of any Liens, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary and all amendments thereto and all such documents are owns capital stock or holds an equity or similar interest in full force and effectany other Person. The Company has also made available to Parent complete and correct copies All of the minute books outstanding shares of the Company capital stock of each Subsidiary have been duly authorized and BHLvalidly issued, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders are fully paid and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentsnonassessable.

Organization and Qualification; Subsidiaries. The Company (a) Each of Company, its domestic subsidiaries and its foreign subsidiaries incorporated under the laws of Canada or Mexico (the "COMPANY DESIGNATED FOREIGN SUBSIDIARIES") is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its assets and properties and assets and to carry on its business as it is now being conducted. Company has delivered to Parent a complete and correct list of all of Company's direct and indirect subsidiaries as of the date of this Agreement, in all material respectsindicating the jurisdiction of organization of each subsidiary and Company's equity interest therein. The Company Each of Company, its domestic subsidiaries and each of the Company Subsidiary Designated Foreign Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals, variances, exemptions and orders ("APPROVALS") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business and the business of its subsidiaries as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Company. Each of Company, its domestic subsidiaries and each of the Company Designated Foreign Subsidiaries is in compliance with the terms of the Approvals and is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not not, either individually or in the aggregate, have a Company Material Adverse EffectEffect on Company. The Other than wholly owned subsidiaries, Company has made available to Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws does not directly or indirectly own any material equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLany interest convertible or exchangeable or exercisable for, since July 1any equity or similar interest in, 2008any corporation, which contain approved minutes of all meetings of their respective boards of directorspartnership, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsjoint venture or other business, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational association or governing documentsentity.

Organization and Qualification; Subsidiaries. The Company Each of Parent and its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its assets and properties and assets to carry on its business as it is now being conducted. A complete and correct list of all of Parent's direct and indirect subsidiaries and their respective jurisdictions of organization is attached as Exhibit 21.1 to Parent's Annual Report on Form 10-K for the year ended December 31, 2000 ("Exhibit 21.1") as filed with the SEC and there have been no material changes to Parent's interest in such subsidiaries since December 31, 2000. Each of Parent and its subsidiaries is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in all material respectsthe aggregate, have a Material Adverse Effect on Parent. The Company Each of Parent and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not not, either individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent. The Company has made available to Other than Merger Sub and those entities listed on Exhibit 21.1 or in the Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws Disclosure Letter, Parent does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLany interest convertible or exchangeable or exercisable for, since July 1any equity or similar interest in, 2008any corporation, which contain approved minutes of all meetings of their respective boards of directorspartnership, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsjoint venture or other business, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational association or governing documentsentity.

Organization and Qualification; Subsidiaries. The Each of the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary approvals from Governmental Entities to own, lease and operate its the properties and assets 9- it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals would not reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The A true and complete list as of the date hereof of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary, the authorized capitalization of each subsidiary, and the percentage of each subsidiary's outstanding capital stock owned by the Company has made available to Parent complete and correct copies or another subsidiary, is set forth in Section 2.1 of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectDisclosure Schedule. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest the Company has also made available invested or is required to Parent complete and correct copies of the minute books of invest $200,000 or more, excluding securities in any publicly traded company held for investment by the Company and BHL, since July 1, 2008, which contain approved minutes comprising less than five percent of all meetings the outstanding stock of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentscompany.

Organization and Qualification; Subsidiaries. The Company was formed on April 22, 2002. Set forth in Schedule 3(a) is a corporation true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with their respective jurisdictions of organization and the percentage of the outstanding capital stock or other equity interests of each such entity that is held by the Company or any of its Subsidiaries. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly own any security or beneficial ownership interest, in any other Person (including through joint venture or partnership agreements) or have any interest in any other Person. Each of the Company and its Subsidiaries is a corporation, limited liability company, partnership or other entity and is duly organized, organized or formed and validly existing and in good standing under the Laws laws of the State of Delawarejurisdiction in which it is incorporated or organized and has the requisite corporate, partnership, limited liability company or other organizational power and authority to own its properties and to carry on its business as now being conducted and as proposed to be conducted by the Company and its Subsidiaries. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been and its Subsidiaries is duly organized qualified to do business and is validly existing and in good standing under in every jurisdiction in which its ownership of property or the Laws nature of the jurisdiction of business conducted or proposed to be conducted by the Company and its incorporation or organization, as the case may beSubsidiaries will make such qualification necessary, except to the extent that the failure of any such Company Subsidiary to be so qualified or be in good standing would notcould not have and could not be, individually or in the aggregate, reasonably be material expected to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed or in good standing that would not have a Company Material Adverse Effect. The Except as set forth in Schedule 3(a), the Company has made available holds all right, title and interest in and to Parent complete and correct copies 100% of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws capital stock, equity or similar organizational or governing documents interests of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational Subsidiaries, in each case, free and clear of any Liens (as defined below), including any restriction on the use, voting, transfer, receipt of income or governing documentsother exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary owns capital stock or holds an equity or similar interest in any other Person.

Organization and Qualification; Subsidiaries. The Each of the Company and each subsidiary of the Company (a "Subsidiary") is a corporation an entity duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company formation and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite power (corporate or similar power otherwise) and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in all material respectsgood standing or to have such power and authority would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation (or other business entity) to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures any failure to be so qualified, qualified or licensed or and in good standing that would not not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation or formation of each Subsidiary, the ownership of the outstanding capital stock or other equity interests of such Subsidiary and the percentage of the outstanding capital stock or other equity interests of each Subsidiary owned by the Company has made available and each other Subsidiary, is set forth in Schedule 3.01 of the separate Disclosure Schedule previously delivered by the Company to Parent complete and correct copies of (the "Company Disclosure Schedule"). Except as disclosed in such Schedule 3.01, the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectany interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. The Company wholly owns, directly or indirectly, and has also made available to Parent complete full voting and correct copies disposition power over all of the minute books equity interests of the Company and BHLeach of its Subsidiaries. No stock appreciation rights, since July 1phantom stock, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders profit participation or other similar rights with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation or any capital stock of its organizational any Subsidiary are authorized or governing documentsoutstanding.

Organization and Qualification; Subsidiaries. The Company Each of Parent and its Subsidiaries (the “Parent Subsidiaries”) is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction laws of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the respective jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the all requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is qualified to do business and is in all material respects. The Company and each Company Subsidiary is duly qualified or licensed good standing as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character ownership or operation of the its assets or properties or assets owned, leased or operated by it or the nature conduct of its business makes requires such qualification, licensing or good standing necessary or desirable, except for such failures where the failure to be so qualifiedorganized, licensed qualified or in good standing that standing, or to have such power or authority, would not not, individually or in the aggregate, have a Company Parent Material Adverse Effect. The Company Parent has made available to Parent the Company a complete and correct copies copy of the Company Certificate and Company Bylaws and the certificate certificates of incorporation and bylaws (or similar other organizational documents) of Parent and the Parent Subsidiaries, each as amended to date. Except with respect to securities of non-affiliates held for investment purposes which do not constitute more than a 1% interest in any such non-affiliate and with respect to the capital stock of wholly-owned Parent Subsidiaries, neither Parent nor any Parent Subsidiary holds an Equity Interest in any other person. The certificates of incorporation and bylaws (or governing documents other organizational documents) of each Company Subsidiary Parent and all amendments thereto and all such documents the Parent Subsidiaries made available are in full force and effect. The Company has also made available to Parent complete and correct copies Section 4.1 of the minute books Parent Disclosure Letter contains a correct and complete list of the Company each jurisdiction where Parent and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation each of its organizational or governing documentsSubsidiaries is organized and qualified to do business.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company organization and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar other power and authority and all necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power or authority would not reasonably be expected to have a Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies A list of all subsidiaries of the Company Certificate and Company Bylaws together with the jurisdiction of organization of each such subsidiary and the certificate of incorporation and bylaws or similar organizational or governing documents percentage of each such subsidiary's outstanding capital stock owned by the Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books or another subsidiary of the Company and BHL(in the case of any non-U.S. subsidiaries, since July without giving effect to any qualifying share ownerships of less than 1%) is contained in Section 3.01 of the Company Disclosure Schedule. Except as set forth in Section 3.01 of the Company Disclosure Schedule, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither neither the Company nor any Company Subsidiary is in violation of its organizational subsidiaries directly or governing documentsindirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than its wholly-owned subsidiaries), with respect to which securities the Company or a subsidiary has invested (and currently owns) or is required to invest $10,000,000 or more, excluding securities in any publicly-traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company acquired in the ordinary course of business and consistent with past practice.

Organization and Qualification; Subsidiaries. The Each of the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals could not reasonably be expected to have a Material Adverse Effect. The Each of the Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would could not reasonably be expected to have a Company Material Adverse Effect. The A true and complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary, the authorized capitalization of each subsidiary, and the percentage of each subsidiary's outstanding capital stock owned by the Company has made available to Parent complete and correct copies or another subsidiary, is set forth in Section 2.1 of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are Disclosure Schedule. Except as set forth in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books Section 2.1 of the Company and BHLDisclosure Schedule, since July 1the Company does not directly or indirectly own any equity or similar interest in, 2008or any interest convertible into or exchangeable or exercisable for, which contain approved minutes of all meetings of their respective boards of directorsany equity or similar interest in, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsany corporation, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directorspartnership, committees thereof and stockholders joint venture or other business association or entity, with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither which interest the Company nor has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company Subsidiary is in violation and comprising less than five percent of its organizational or governing documentsthe outstanding stock of such company.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (eachCompany’s Subsidiaries is duly incorporated or formed, a “Company Subsidiary”) has been duly organized and is as the case may be, validly existing and in good standing under the Laws of the jurisdiction of its incorporation organization or organization, formation (as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person). The Company and each Company Subsidiary of its Subsidiaries has the requisite corporate or similar and limited liability power (as the case may be) and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary or desirablenecessary, except for where the failure to have such failures power or authority, or the failure to be so qualified, licensed or in good standing that standing, would not have a Company Material Adverse Effect. The Company has made available to Parent A true and complete and correct copies list of all of the Company Certificate and Company Bylaws Company’s Subsidiaries as of the date hereof, together with the jurisdiction of incorporation or formation of each such Subsidiary and the certificate percentage of incorporation the outstanding capital stock or other equity interest of each such Subsidiary owned by Company and bylaws each other Company Subsidiary as of such date is set forth on Section 4.1 of the Company’s Disclosure Letter. Except as set forth in Section 4.1 of the Company’s Disclosure Letter, the Company does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, other than indirect equity and all amendments thereto and all such documents similar interests held for investment which are not, individual or in full force and effect. The Company has also made available the aggregate, material to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentsCompany.

Organization and Qualification; Subsidiaries. The Each of the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals would not have a Material Adverse Effect. The Each of the Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not have a Company Material Adverse Effect. The A true and complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company has made available to Parent complete and correct copies or another subsidiary, is set forth in Section 3.1 of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are Disclosure Schedule. Except as set forth in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books Section 3.1 of the Company and BHLDisclosure Schedule, since July 1the Company does not directly or indirectly own any equity or similar interest in, 2008or any interest convertible into or exchangeable or exercisable for, which contain approved minutes of all meetings of their respective boards of directorsany equity or similar interest in, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsany corporation, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directorspartnership, committees thereof and stockholders joint venture or other business association or entity, with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither which interest the Company nor or any Company Subsidiary is in violation of its organizational subsidiaries has invested or governing documentsis required to invest $500,000 or more, excluding securities in any publicly traded company held for investment and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. The Company FPM and each of its -------------------------------------------- subsidiaries listed on Schedule 2.01 hereto (each a "Subsidiary" and ------------- collectively, the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate (or, in the case of each subsidiary which is a limited liability company or limited partnership, limited liability company or limited partnership) power, authority and legal right to own, operate and lease its assets and properties and to conduct the businesses in which it is now engaged. Each Group Member is duly qualified to transact business as a foreign corporation, limited liability company or limited partnership in all jurisdictions wherein it is required to be so qualified except where the failure to be so qualified would not have a Material Adverse Effect. FPM does not have any subsidiaries, whether direct or indirect, other than the Subsidiaries. Other than the Subsidiaries and other than as set forth on Schedule 2.01 hereto, no ------------- Group Member owns any capital stock or other equity or proprietary interest, directly or indirectly through any Subsidiary or otherwise, in any corporation, association, trust, partnership, joint venture, limited liability company or other entity or has any agreement, right or obligation to acquire any such capital stock or other equity or proprietary interest and is not a partner or joint venturer with any other person or entity or a member of any other entity. Copies of the certificate or articles of incorporation and by-laws, or limited liability company operating agreement or limited partnership agreement, as the case may be, of each Group Member and each other entity listed on Schedule 2.01 ------------- have been delivered to the extent the failure of any such Company Subsidiary to be in good standing would not, individually Purchaser on or in the aggregate, be material prior to the business of the Company Effective Date, which copies are complete and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of correct and include all of the Company Subsidiaries amendments, modifications or supplements thereto as of the date Effective Date. No Group Member is in violation of this Agreement, identifying any material term or provision of its certificate or articles of incorporation or by-laws or limited liability operating agreement or limited partnership agreement or in violation of any material term or provision of the jurisdiction organizational documents of any of the other entities listed in Schedule 2.01. ------------- Schedule 2.01 lists the state of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company entity ------------- shown thereon and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities state where such entity is qualified to own, lease and operate its properties and assets and to carry on its transact business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do businesscorporation, and is in good standinglimited liability company or limited partnership, in each jurisdiction where as the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed or in good standing that would not have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentscase may be.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power or authority would not reasonably be expected to have a Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would could not reasonably be expected to have a Company Material Adverse Effect. A true and complete list of all of the Company's "significant" subsidiaries, as defined in Regulation S-X, is included as an exhibit to the Company's 1997 Annual Report on Form 10-K. The Company has made available will furnish to Parent complete and correct copies a list of all subsidiaries of the Company Certificate and Company Bylaws together with the jurisdiction of incorporation of each such subsidiary and the certificate percentage of incorporation and bylaws each such subsidiary's outstanding capital stock owned by the Company or another subsidiary on a supplement to the Company Disclosure Schedule (as defined below) to be delivered to Parent not later than 14 days from the date of this Agreement (the "Supplemental Company Disclosure Schedule"). Except as set forth in Section 2.01 of the written disclosure schedule previously delivered by the Company to Parent (the "Company Disclosure Schedule") or the Company SEC Reports (as defined in Section 2.07 below), the Company does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest the Company has also made available invested or is required to Parent complete and correct copies of the minute books of invest $5,000,000 or more, excluding securities in any publicly traded company held for investment by the Company and BHL, since July 1, 2008, which contain approved minutes comprising less than five percent of all meetings the outstanding stock of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentscompany.

Organization and Qualification; Subsidiaries. The Company Each of the Transferred Companies and Nortek is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of has all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. WDS is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all material respectslimited liability company power and authority necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each Company Subsidiary Each of the Transferred Companies is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or and assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for any such failures failure to be so qualified, duly qualified or licensed or and in good standing that would has not have had a Company Material Adverse Effect. The Company has made available to Parent A true and complete and correct copies list of all Subsidiaries of Ply Gem, together with the Company Certificate and Company Bylaws and the certificate jurisdiction of incorporation and bylaws or similar organizational or governing documents the authorized capitalization of each Company Subsidiary such Subsidiary, and the percentage of each such Subsidiary's outstanding capital stock owned by Ply Gem or another such Subsidiary, is set forth in Section 2.1 of the disclosure letter delivered simultaneously with the execution and delivery of this Agreement (the "DISCLOSURE LETTER"). All of the outstanding shares of capital stock of each of the Subsidiaries of Ply Gem are duly authorized, validly issued, fully paid and nonassessable, and were issued in compliance with the registration and qualification requirements of all applicable securities Laws and all amendments thereto applicable Contracts, and all of such documents shares owned by Ply Gem or another such Subsidiary are owned free and clear of all Liens. Except for the Subsidiaries of Ply Gem set forth in full force and effect. The Company has also made available to Parent complete and correct copies Section 2.1 of the minute books Disclosure Letter, none of the Company Transferred Companies owns any equity interest in, or any security which by its terms is convertible into or exchangeable or exercisable for, or any option, warrant or other right to purchase, or is a party to any agreement, arrangement or commitment to purchase, any equity interest in, any corporation, partnership, joint venture or other business association or entity, and BHLthere are no commitments, since July 1arrangements, 2008undertakings or obligations of any of the Transferred Companies to provide funds to, which contain approved minutes or make any investment (in the form of all meetings a loan, capital contribution or otherwise) in, any Person that is not a Subsidiary set forth in Section 2.1 of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentsDisclosure Letter.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and its subsidiaries is a corporation an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company organization and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar other power and authority and all necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power or authority would not reasonably be expected to have a Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The A true and complete list of all of the Company's "significant" subsidiaries, as defined in Rule 1-02 under Regulation S-X (the "Company has made available Significant Subsidiaries"), is included as an exhibit to Parent complete and correct copies the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000 (the "Company 2000 Form 10-K"). A list of all subsidiaries of the Company Certificate and Company Bylaws together with the jurisdiction of organization of each such subsidiary and the certificate of incorporation and bylaws or similar organizational or governing documents percentage of each such subsidiary's outstanding capital stock owned by the Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books or another subsidiary of the Company and BHLis contained in Section 2.01 of the written disclosure schedule previously delivered by the Company to Acquiror (the "Company Disclosure Schedule"). Except as set forth in Section 2.01 of the Company Disclosure Schedule or the Company SEC Documents, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither neither the Company nor any Company Subsidiary is in violation of its organizational subsidiaries directly or governing documentsindirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than its wholly-owned subsidiaries), (i) with respect to which interest the Company or a subsidiary has invested (and currently owns) or is required to invest $5 million or more, or (ii) which is a publicly-traded entity unless such interest is held for investment by the Company or its subsidiary and comprises less than five percent of the outstanding stock of such entity.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals would not have a Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not have a Company Material Adverse Effect. The Company has made available no significant subsidiaries. A true and complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary, and the percentage of each subsidiary's outstanding capital stock owned by the Company or another subsidiary is set forth in Section 2.01 of the disclosure schedule (the "Company Disclosure Schedule") prepared by the Company and delivered to Parent complete and correct copies in connection with the execution of this Agreement. Except as set forth in Section 2.01 of the Company Certificate and Disclosure Schedule or the Company Bylaws and SEC Reports (as defined in Section 2.07), the certificate of incorporation and bylaws Company does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLany interest convertible into or exchangeable or exercisable for, since July 1any equity or similar interest in, 2008any corporation, which contain approved minutes of all meetings of their respective boards of directorspartnership, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsjoint venture or other business association or entity, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither which interest the Company nor any Company Subsidiary has invested or is in violation of its organizational required to invest $1,000,000 or governing documentsmore.

Organization and Qualification; Subsidiaries. The Company Convera and each of its Subsidiaries is a corporation an entity duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate the properties it owns, leases or operates and the properties that are used in its properties and assets business and to carry on its business as it is now being conducted or presently proposed to be conducted, in all material respects. The Company Convera and each Company Subsidiary of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent A true, complete and correct copies list of all of Convera’s Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary, the authorized capitalization of each Subsidiary, and the percentage of each Subsidiary’s outstanding capital stock owned by Convera or another Subsidiary or affiliate, is set forth in Section 4.1 of the Company Certificate and Company Bylaws and Convera Disclosure Schedule. Except as set forth in the certificate SEC Reports, neither B2B nor any of incorporation and bylaws its Subsidiaries directly or indirectly owns any equity or similar organizational interest in, or governing documents any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity, excluding securities in any publicly traded company held for investment by B2B or any of each Company Subsidiary its Subsidiaries and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies comprising less than one percent (1%) of the minute books outstanding stock of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentscompany.

Organization and Qualification; Subsidiaries. The Company is duly incorporated, validly existing and in good standing under the laws of the state of Nevada, with the corporate power and authority to conduct its business as currently conducted or proposed to be conducted as disclosed in the SEC Documents. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to have a corporation Material Adverse Effect. As of the date hereof, the Company does not own or control, and as of the Closing Date, the Company will not own or control, directly or indirectly, any corporation, association or other entity other than (i) the Subsidiary listed in Exhibit 21.00 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and (ii) such other entities omitted from Exhibit 21.00 which, when such omitted entities are considered in the aggregate as a single entity, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X. The Company owns, directly or indirectly, all of the capital stock or comparable equity interests of the Subsidiary free and clear of any and all liens or other encumbrances, and all the issued and outstanding shares of capital stock or comparable equity interest of the Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. The Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the State state of Delaware, with the requisite power and authority to conduct its business as currently conducted or proposed to be conducted as disclosed in the SEC Documents. Each The Subsidiary of the Company (each, a “Company Subsidiary”) has been is duly organized qualified to do business and is validly existing and in good standing under in every jurisdiction in which the Laws nature of the jurisdiction of its incorporation business conducted by it or organizationproperty owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed or in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documents.

Organization and Qualification; Subsidiaries. The Each of the Company and its Subsidiaries (defined below in this Section 4.1) is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except (to the extent the failure of any such Company Subsidiary to be in good standing would notapplicable), individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all any necessary governmental authority and approvals from Governmental Entities to own, operate or lease and the properties that it purports to own, operate its properties and assets or lease and to carry on its business as it is now being conducted, and, in all material respects. The the case of the Company and each Company Subsidiary of the Subsidiaries incorporated under the laws of a state within the United States (each a "Domestic Subsidiary"), is duly qualified or licensed as a foreign corporation to do business, business and is in good standing, standing in each jurisdiction where the character of the its properties or assets owned, operated or leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualifiedfailure which, licensed or in good standing that when taken together with all other such failures, would not have a Material Adverse Effect (as defined below in this Section 4.1). For purposes of this Agreement, "Subsidiary" means any corporation or other legal entity of which the Company (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. For purposes of this Agreement, "Material Adverse Effect. The Company has made available to Parent complete and correct copies " means any change in or effect on the business of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies any of the minute books Subsidiaries that is or is reasonably likely to be materially adverse to the business, results of operations, properties (including intangible properties), financial condition, assets or liabilities of the Company and BHL, since July 1, 2008, which contain approved minutes the Subsidiaries taken as a whole. A true and complete list of all meetings the Subsidiaries, together with the jurisdiction of their respective boards incorporation or organization of directors, committees thereof each Subsidiary and stockholders and all actions the percentage of each Subsidiary's outstanding capital stock owned by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary or another Subsidiary, is set forth in violation of its organizational or governing documentsSchedule 4.1 hereto.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals would not have a Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not have a Company Material Adverse Effect. The A true and complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company has made available or another subsidiary, is set forth in Section 3.01 of the written disclosure schedule previously delivered by the Company to Parent complete and correct copies (the "COMPANY DISCLOSURE SCHEDULE"). Except as set forth in Section 3.01 of the Company Certificate and Disclosure Schedule, the Company Bylaws and the certificate of incorporation and bylaws does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLany interest convertible into or exchangeable or exercisable for, since July 1any equity or similar interest in, 2008any corporation, which contain approved minutes of all meetings of their respective boards of directorspartnership, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational joint venture or governing documentsother business association or entity.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company organization and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar other power and authority and all necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power or authority would not reasonably be expected to have a Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The A true and complete list of all of the Company's "significant" subsidiaries, as defined in Regulation S-X (the "Company has made available Significant Subsidiaries"), is included as an exhibit to Parent complete and correct copies the Company's 2000 Annual Report on Form 10-K (the "Company 2000 Form 10-K"). A list of all subsidiaries of the Company Certificate and Company Bylaws together with the jurisdiction of organization of each such subsidiary and the certificate of incorporation and bylaws or similar organizational or governing documents percentage of each such subsidiary's outstanding capital stock owned by the Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books or another subsidiary of the Company and BHLis contained in Section 2.01 of the written disclosure schedule previously delivered by the Company to the Parent (the "Company Disclosure Schedule"). Except as set forth in Section 2.01 of the Company Disclosure Schedule or the Company SEC Documents, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither neither the Company nor any Company Subsidiary is in violation of its organizational subsidiaries directly or governing documentsindirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than its wholly-owned subsidiaries), excluding (i) interests in non-publicly traded entities with respect to which interest the Company or a subsidiary has invested (and currently owns) or is required to invest less than $5,000,000, and (ii) securities in any publicly-traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. The Company Each of Parent and its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been an entity duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar other power and authority and all necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, in all material respectsexcept where the failure to be so organized and existing or to have such power or authority would not reasonably be expected to have a Material Adverse Effect. The Company Each of Parent and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation or organization of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent complete and correct copies or another subsidiary of Parent, is set forth in Section 3.01 of the written disclosure schedule previously delivered by Parent to the Company Certificate and Company Bylaws and (the certificate "PARENT DISCLOSURE SCHEDULE"). Except as set forth in Section 3.01 of incorporation and bylaws the Parent Disclosure Schedule or the Parent SEC Reports (as defined in Section 3.07 below), Parent does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLany interest convertible into or exchangeable or exercisable for, since July 1any equity or similar interest in, 2008any corporation, which contain approved minutes of all meetings of their respective boards of directorspartnership, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsjoint venture or other business association or entity (other than its wholly-owned subsidiaries), committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred which Parent has invested and currently owns or is required to invest $10,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding capital stock of such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentscompany.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, incorporated and validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other PersonNorth Carolina. The Company and each Company Subsidiary has the all requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it presently conducted and is now being conducted, qualified to do business and is in all material respects. The Company and each Company Subsidiary is duly qualified or licensed good standing (where applicable as a legal concept) as a foreign corporation to do business, and is in good standing, or other relevant legal entity in each jurisdiction where the character ownership, leasing or operation of the its assets or properties or assets owned, leased or operated by it or the nature conduct of its business makes requires such qualification, licensing or good standing necessary or desirable, except for such failures where the failure to be so qualified, licensed qualified or in good standing that would not not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (where applicable as a legal concept) under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing (where applicable as a legal concept) as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where any failure to be so organized, existing, in good standing or qualified, or to have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. The Company’s articles of incorporation and bylaws as filed through the SEC’s Electronic Data Gathering, Analysis and Retrieval system as of the date hereof are true, complete and correct copies. The Company has made available to Parent Parent, prior to the date hereof, true, complete and correct copies of the Company Certificate and Company Bylaws and the certificate articles of incorporation and bylaws (or similar equivalent organizational or and governing documents documents) of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectof the Company, each as amended through the date hereof. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect its Subsidiaries are not in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its any provision of such organizational or governing documents.

Organization and Qualification; Subsidiaries. The Company was formed on March 15, 2005. Set forth in Schedule 3(a) is a corporation true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with their respective jurisdictions of organization and the percentage of the outstanding capital stock or other equity interests of each such entity that is held by the Company or any of its Subsidiaries. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly or indirectly own any security or beneficial ownership interest, in any other Person (including through joint venture or partnership agreements) or have any interest in any other Person. Each of the Company and its Subsidiaries is a corporation, limited liability company, partnership or other entity and is duly organized, organized or formed and validly existing and in good standing under the Laws laws of the State of Delawarejurisdiction in which it is incorporated or organized and has the requisite corporate, partnership, limited liability company or other organizational power and authority to own its properties and to carry on its business as now being conducted and as proposed to be conducted by the Company and its Subsidiaries. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been and its Subsidiaries is duly organized qualified to do business and is validly existing and in good standing under in every jurisdiction in which its ownership or lease of property or the Laws nature of the jurisdiction of business conducted or proposed to be conducted by the Company and its incorporation or organization, as the case may beSubsidiaries will make such qualification necessary, except to the extent that the failure of any such Company Subsidiary to be so qualified or be in good standing would notcould not have and could not be, individually or in the aggregate, reasonably be material expected to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed or in good standing that would not have a Company Material Adverse Effect. The Except as set forth in Schedule 3(a), the Company has made available holds all right, title and interest in and to Parent complete and correct copies 100% of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws capital stock, equity or similar organizational or governing documents interests of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational Subsidiaries, in each case, free and clear of any Liens, including any restriction on the use, voting, transfer, receipt of income or governing documentsother exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary owns capital stock or holds an equity or similar interest in any other Person.

Organization and Qualification; Subsidiaries. The Company (a) Each of CHC and its wholly owned subsidiaries disclosed on Section 3.1(a) of the CHC Disclosure Letter (together, the “CHC Subsidiaries” and, together with CHC, the “CHC Group”), is a corporation or limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company formation and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar company power and authority and all necessary approvals from Governmental Entities to own, lease and operate its assets and properties and assets to carry on its business as it is now being conducted. The CHC Group is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“CHC Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such CHC Approvals would not, individually or in all material respectsthe aggregate, have or reasonably be expected to have a CHC Material Adverse Effect. The Company and each Company Subsidiary Each member of the CHC Group is duly qualified or licensed as a foreign corporation or company, as applicable, to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not not, either individually or in the aggregate, have or reasonably be expected to have a Company CHC Material Adverse Effect. The Company CHC directly owns beneficially and of record all outstanding equity interests of Merger Subs, and no other Person holds any capital stock and other equity interests of Merger Subs nor has any rights to acquire any interest in Merger Subs. Merger Sub II is a disregarded entity for federal income tax purposes, and no election has or shall be made available to Parent complete and correct copies treat Merger Sub II as anything other than a disregarded entity for federal income tax purposes if such election may adversely affect the Mergers from qualifying as a reorganization under Section 368(a) of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentsCode.

Organization and Qualification; Subsidiaries. The Company is a corporation and each of its subsidiaries are corporations, limited partnerships or limited liability companies duly organized, validly existing and in good standing under the Laws respective laws of the State jurisdictions of Delawaretheir incorporation or formation. Each Subsidiary The Company and each of its subsidiaries have the Company requisite power and authority and are in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (eachthe "APPROVALS") necessary to own, a “Company Subsidiary”) has been duly organized lease and is validly operate the properties they purport to own, lease or operate and to carry on their business as they are now being conducted, except where the failure to be so organized, existing and in good standing under the Laws of the jurisdiction of its incorporation or organizationto have such power, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing authority and Approvals would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as have a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other PersonMaterial Adverse Effect. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate of its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is subsidiaries are duly qualified or licensed as a foreign corporation corporation, limited partnership or limited liability company to do business, and is are in good standing, standing in each jurisdiction where the character of the its properties or assets owned, leased or operated by it them or the nature of its business their activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not not, individually or in the aggregate, have a Company Material Adverse Effect. The A true and complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company has made available to Parent complete and correct copies or another subsidiary, is set forth in Section 2.1 of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectDisclosure Schedule. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLEXECUTION COPY EXHIBIT 2.1 does not directly or indirectly own any equity or similar interest in, since July 1or any interest convertible into or exchangeable or exercisable for, 2008any equity or similar interest in, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentsperson.

Organization and Qualification; Subsidiaries. The Each of the Company and each of its subsidiaries is a corporation corporation, partnership, sociedad anonima, limited liability company or sociedad de responsabilidad limitada duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of, and in compliance with, all franchises, grants, authorizations, licenses, permits, easements, variances, consents, certificates, approvals, exemptions and orders ("Approvals") necessary approvals from Governmental Entities to enable it to own, lease and operate its the properties and assets it purports to own, lease or operate and to carry on its business as it is now being conducted and as proposed to be conducted, in all material respectsexcept where the failure to have such Approvals could not reasonably be expected to have a Material Adverse Effect on the Company. The Each of the Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would could not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. The Company has made available to Parent A true and complete and correct copies list of all of the Company Certificate and Company Bylaws Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the certificate of incorporation and bylaws or similar organizational or governing documents percentage of each subsidiary's outstanding capital stock owned by the Company Subsidiary or another subsidiary is set forth in the Company Disclosure Schedule. Except as set forth in the Company Disclosure Schedule and all amendments thereto and all such documents are except for interests in full force and effect. The Company has also made available to Parent complete and correct copies subsidiaries of the minute books of the Company and BHLCompany, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither neither the Company nor any Company Subsidiary is in violation of its organizational subsidiaries owns, directly or governing documentsindirectly, any interest or investment (whether equity or debt) in any corporation, partnership, limited liability company, joint venture, business, trust or entity. For the purposes of this Agreement, a "Material Adverse Effect" upon a company is a material adverse change in the financial condition, operating results, business or prospects of that company and its subsidiaries taken together.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failures to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would that, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect. The A true and complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other ownership interest owned by the Company has made available to Parent complete and correct copies or another subsidiary, is set forth in Schedule 4.01 of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectDisclosure Schedule. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLdoes not directly or indirectly own any equity or similar interest in, since July 1or any interest convertible into or exchangeable or exercisable for, 2008any equity or similar interest in, which contain approved minutes of all meetings of their respective boards of directorsany corporation, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorspartnership, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational joint venture or governing documentsother business association or entity.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organizedEach of Parent, validly existing Merger Sub and in good standing under each other subsidiary of Parent (together with Merger Sub, the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”"Parent Subsidiaries") has been duly organized and is validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary governmental approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in all material respectsgood standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Parent Material Adverse Effect. The Company Each of Parent and each Company Parent Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standingstanding (to the extent applicable), in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, qualified or licensed or and in good standing that would not not, individually or in the aggregate, have any change in or effect on the business of Parent and the Parent Subsidiaries that is, or is reasonably likely to be, materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and the Parent Subsidiaries taken as a Company whole (a "Parent Material Adverse Effect"). The Section 4.01(a) of the Disclosure Schedule delivered by Parent to the Company has made available prior to the execution of this Agreement (the "Parent Disclosure Schedule") sets forth a complete and correct copies list of all of Parent Subsidiaries. Except as set forth in Section 4.01(b) of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLDisclosure Schedule, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company neither Parent nor any Company Parent Subsidiary is holds any interest in violation any corporation, limited liability company, partnership, joint venture or other legal entity of its organizational or governing documentsany kind.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and its subsidiaries is a corporation an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company organization and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar other power and authority and all necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, in all material respectsexcept where the failure to have such other power or authority would not reasonably be expected to have a Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent A true and complete and correct copies list of all subsidiaries of the Company Certificate and Company Bylaws together with the jurisdiction of organization of each such subsidiary and the certificate of incorporation and bylaws or similar organizational or governing documents percentage of each such subsidiary's outstanding capital stock owned by the Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies or another subsidiary of the minute books Company is contained in Section 2.01 of the written disclosure schedule previously initialed on behalf of the Company and BHLthe Acquiror (the "Company Disclosure Schedule"). Except as set forth in Section 2.01 of the Company Disclosure Schedule , since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither neither the Company nor any Company Subsidiary is in violation of its organizational subsidiaries directly or governing documentsindirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in or is the general or limited partner of, any corporation, partnership, joint venture or other business association or entity (other than its wholly-owned subsidiaries), (i) with respect to which interest the Company or a subsidiary has invested (and currently owns) or is required to invest $50,000 or more, or (ii) which is a publicly-traded entity unless such interest is held for investment by the Company or its subsidiary and comprises less than five percent of the outstanding stock of such entity.

Organization and Qualification; Subsidiaries. The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, lease or operate and to carry on its business as it is now being conducted or presently proposed to be conducted, in all material respects. The Company and each Company Subsidiary of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would could not be expected to have a Company Material Adverse Effect. The Company has made available to Parent A true, complete and correct copies list of all of the Company's Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary, the authorized capitalization of each Subsidiary, and the percentage of each Subsidiary's outstanding capital stock owned by the Company or another Subsidiary, is set forth in Section 3.1 of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectDisclosure Schedule. The Company has also made available to Parent complete does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, excluding securities in any publicly traded company held for investment by the Company and correct copies comprising less than one percent of the minute books outstanding stock of such company. As used in this Agreement, the word "Subsidiary" means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which are held by such party or any Subsidiary of such party that do not have a majority of the voting interest in such partnership), (ii) such party or any Subsidiary of such party owns in excess of a majority of the outstanding equity or voting securities or (iii) at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly appointed or controlled by such party or by any one or more of its Subsidiaries. The term "Company Material Adverse Effect" means any change, effect or circumstance that, individually or when taken together with all other changes, effects or circumstances that have occurred or reasonably could be expected to occur prior to the date of determination of the occurrence of the Company Material Adverse Effect, (i) is materially adverse to the business, prospects, assets (including intangible assets), condition (financial or otherwise) or results of operations of the Company and BHLits Subsidiaries, since July 1taken as a whole or (ii) could materially delay or prevent the consummation of the transactions contemplated hereby. Changes in economic or market conditions affecting the software industry generally, 2008changes in the Company's stock price, which contain approved minutes failure to meet the Company's revenue projections for the second quarter of all meetings fiscal year 2000 (except as set forth below) or any loss of their respective boards a supplier, customer or employee resulting from the Merger or its announcement to the extent so resulting will be deemed not to constitute a Company Material Adverse Effect; revenue of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards 25% or more below the amount set forth in Section 3.1 of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Disclosure Schedule for the second quarter of fiscal year 2000 will be deemed to constitute a Company Subsidiary is in violation of its organizational or governing documentsMaterial Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary each directly and indirectly owned subsidiary of the Company (each, a “Company Subsidiary”the "COMPANY SUBSIDIARIES") has been duly organized and is validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary governmental approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in all material respectsgood standing or to have such power, authority and governmental approvals would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standingstanding (to the extent applicable), in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, qualified or licensed or and in good standing that would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies (b) Section 4.01 of the Company Certificate Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each Company Bylaws and Subsidiary, together with (i) the certificate jurisdiction of incorporation and bylaws or similar organizational or governing documents organization of each Company Subsidiary and all amendments thereto the percentage of each Company Subsidiary's outstanding capital stock or other equity interests owned by the Company or another Company Subsidiary and all such documents are (ii) an indication of whether each Company Subsidiary is a "Significant Subsidiary" as defined in full force and effectRegulation S-X under the Exchange Act. The Company has also made available to Parent complete and correct copies of the minute books Except as set forth in Section 4.01 of the Company and BHLDisclosure Schedule, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither neither the Company nor any Company Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is in violation material to the financial condition, results of its organizational operations, business or governing documentsprospects of the Company and the Company Subsidiaries, taken as a whole. SECTION 4.02.

Organization and Qualification; Subsidiaries. Managed Companies. The Company and each of its subsidiaries is listed on Schedule 2.01 hereto (each a corporation duly organized"Subsidiary" and collectively, validly existing the "Subsidiaries") and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company each corporation, partnership, professional corporation, limited liability company, limited liability partnership or other entity that is managed by any Group Member (each, a “"Managed Company"), and each Group Member and each Managed Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as and has all requisite corporate or partnership or other applicable power, authority and legal right to own, operate and lease its assets and properties and to conduct the case may bebusinesses in which it is now engaged. Notwithstanding that the capital stock of NovaCare Rehab Agency of Alabama, except Inc. ("NovaCare Alabama")has been transferred to the extent the failure of any such Company Subsidiary to be in good standing would notNovaCare Holdings, individually or in the aggregateInc., be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of for all of the Company Subsidiaries as of the date purposes of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other PersonNovaCare Alabama shall be deemed to be a Subsidiary. The Company Each Group Member and each Managed Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed to transact business as a foreign corporation to do business, and or partnership or limited liability company (as applicable) in all jurisdictions wherein it is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures required to be so qualified, licensed or in good standing that except where the failure to be so qualified would not have a Company Material Adverse Effect. The Company has made available to Parent complete does not have any subsidiaries other than the Subsidiaries. Other than the Subsidiaries and correct copies of other than as set forth on Schedule 2.01 hereto, the Company Certificate and does not own any capital stock or other proprietary interest, directly or indirectly, in any corporation, association, trust, partnership, joint venture, limited liability company or other entity nor is the Company Bylaws and bound by any agreement to acquire any such capital stock or other proprietary interest. Copies of the certificate of incorporation and bylaws by-laws, or similar other organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books documents, of the Company and BHL, since July 1, 2008each Subsidiary and each Managed Company have been made available to the Purchaser on or prior to the Closing Date, which contain approved minutes of copies are complete and correct and include all meetings of their respective boards of directorsamendments, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational modifications or governing documentssupplements thereto.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organizedWAG, validly existing Parent, Merger Sub and in good standing under each other subsidiary of Parent or WAG (the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”"PARENT SUBSIDIARIES") has been duly organized and is validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary governmental approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in all material respectsgood standing or to have such power, authority and governmental approvals would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The Company WAG, Parent, Merger Sub and each Company other Parent Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standingstanding (to the extent applicable), in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, qualified or licensed or and in good standing that would not have reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company has made available to Parent complete and correct copies (b) Section 5.01 of the Company Certificate Parent Disclosure Schedule sets forth, as of the date of this Agreement, a true and Company Bylaws complete list of each Parent Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Parent Subsidiary and the certificate of incorporation and bylaws or similar organizational or governing documents percentage of each Company Parent Subsidiary's outstanding capital stock or other equity interests owned by Parent or another Parent Subsidiary and all amendments thereto and all such documents are (ii) an indication of whether each Parent Subsidiary is a "Significant Subsidiary" as defined in full force and effectRegulation S- X under the Exchange Act. The Company has also made available to Parent complete and correct copies Except as set forth in Section 5.01 of the minute books of the Company and BHLParent Disclosure Schedule, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company neither Parent nor any Company Parent Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is in violation material to the financial condition, results of its organizational operations, business or governing documentsprospects of Parent and the Parent Subsidiaries, taken as a whole. SECTION 5.02.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company organization and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar other power and authority and all necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power or authority would not reasonably be expected to have a Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies A list of all subsidiaries of the Company Certificate and Company Bylaws together with the jurisdiction of organization of each such subsidiary and the certificate of incorporation and bylaws or similar organizational or governing documents percentage of each such subsidiary's outstanding capital stock owned by the Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books or another subsidiary of the Company and BHL(in the case of any non-U.S. subsidiaries, since July without giving effect to any qualifying share ownerships of less than 1%) is contained in Section 2.01 of the written disclosure schedule previously delivered by the Company to Acquiror (the "Company Disclosure Schedule"). Except as set forth in Section 2.01 of the Company Disclosure Schedule or the Company SEC Documents, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither neither the Company nor any Company Subsidiary is in violation of its organizational subsidiaries directly or governing documentsindirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than its wholly-owned subsidiaries), with respect to which interest the Company or a subsidiary has invested (and currently owns) or is required to invest $10,000,000 or more, excluding securities in any publicly-traded company held for investment by the Company and comprising less than five-percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. The Company Each of TARGET and its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation incorporation, has all the requisite corporate power and authority to own, lease and operate its property and to carry on its business as now being conducted, and is duly qualified to do business and in good standing in each jurisdiction in which such qualification is required by virtue of the nature of the activities conducted by it or organization, as the case may beownership or leasing of its properties or assets, except to the extent that the failure of any such Company Subsidiary to be so qualified and in good standing would notis not reasonably likely to have, individually or in the aggregate, be material a Material Adverse Effect (as hereinafter defined) on TARGET. Schedule 2.01 ------------- contains a true and complete list of all TARGET subsidiaries and the jurisdiction of incorporation of each subsidiary. TARGET owns, directly or indirectly through one or more subsidiaries, 100% of the capital stock of each of its subsidiaries and there are no securities exchangeable into or exercisable for any capital stock of any such subsidiary issued, reserved for issuance or outstanding. Except as set forth in Schedule 2.01, TARGET does not directly or ------------- indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any interest in, any corporation, partnership, joint venture or other business association or entity. TARGET has delivered or made available to PARENT a true and correct copy of the Articles of Organization and By-Laws of TARGET and similar governing instruments of each of its subsidiaries, each as amended to the date hereof. All of the outstanding shares of capital stock of, or other equity interests in, each subsidiary of TARGET have been validly issued, are fully paid and nonassessable and are owned by TARGET or a wholly-owned subsidiary of TARGET free and clear of all claims, liens, charges, mortgages, encumbrances, pledges, security interests or other restrictions of any kind or nature whatsoever ("Liens"). In this ----- Agreement, the term "Material Adverse Effect" used in reference to TARGET or any ----------------------- of its subsidiaries means any event, change or effect, that is or is reasonably likely to become materially adverse to the financial condition, assets, liabilities, results of operations or business of the Company TARGET and the Company Subsidiaries its subsidiaries, taken as a whole. Section 4.1 , other than any event, change or effect relating principally to (i) decreases in the market price of TARGET Common Stock, (ii) changes resulting from changes in general economic conditions, (iii) changes in the industry in which TARGET operates (including legal and regulatory changes) and not specifically relating to TARGET, (iv) any monetary damages directly resulting from the pending litigation between TARGET and Arthrex, Inc., (v) any injunctions prohibiting the sale of the Company Disclosure Schedule contains COR(R) System or the Slingshot(R) System resulting from the Arthrex litigation or (vi) changes that are a complete list of all direct result of the Company Subsidiaries as announcement or pending status of the date Merger (including, without limitation, any reduction or termination of this Agreementorders received by TARGET employees, identifying distributors or resellers or the jurisdiction cessation of incorporation employment by TARGET employees or organization termination of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standingTARGET distributors, in each jurisdiction where case, to the character extent directly resulting from the announcement or pending status of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed or in good standing that would not have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentsMerger).

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of DelawareManaged Companies . Each Subsidiary of (i) the Companies, (ii) each subsidiary of any Company (eacheach a "Subsidiary" and, collectively, the "Subsidiaries") and (iii) each corporation, partnership, professional corporation, limited liability company, limited liability partnership or other entity that is managed by any Group Member (each a “"Managed Company" and collectively the "Managed Companies") is listed on Schedule 2.01 hereto and the Seller, each Group Member and each Managed Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, and has all requisite corporate, limited liability company or partnership (as the case may beapplicable) power, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities legal right to own, operate and lease its assets and operate its properties and assets and to carry on its business as conduct the businesses in which it is now being conducted, in all material respectsengaged. The Company Seller, each Group Member and each Managed Company Subsidiary is duly qualified or licensed to transact business as a foreign corporation to do businesscorporation, and limited liability company or partnership (as applicable) in all jurisdictions wherein it is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures required to be so qualified, licensed or in good standing that except where the failure to be so qualified would not have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies None of the Companies have any subsidiaries other than the Subsidiaries. Other than the Subsidiaries and other than as set forth on Schedule 2.01 hereto, none of the Companies own any capital stock or other proprietary interest, directly or indirectly, in any corporation, association, trust, partnership, joint venture, limited liability company or other entity nor is any Company Certificate and Company Bylaws and bound by any agreement to acquire any such capital stock or other proprietary interest. Copies of the certificate of incorporation and bylaws by-laws, or similar other organizational documents, and of the minute book of each Company and each Subsidiary and each Managed Company have been made available to the Purchaser on or governing prior to the Closing Date, which copies are complete and correct and include all amendments, modifications or supplements thereto. The certificate of incorporation and by-laws, or other organizational documents of each Company and each Subsidiary and all amendments thereto and all such documents each Managed Company are in full force and effect. The Company has also made available to Except for the Group Members, Parent complete and correct copies its subsidiaries do not own any other business engaged in the business of the minute books of the Company outpatient physical rehabilitation and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentsoccupational health.

Organization and Qualification; Subsidiaries. The Company Each of C-COR and each of its Subsidiaries (as defined herein) is a corporation an entity duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Approvals”) necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be in all material respectsgood standing or to have such Approvals would not have a Material Adverse Effect. The Company Each of C-COR and each Company Subsidiary of its Subsidiaries is duly qualified or licensed as a foreign corporation entity to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not have a Company Material Adverse Effect. The Company has made available to Parent A true and complete list of all of C-COR’s Subsidiaries, together with the jurisdiction of organization of each Subsidiary and correct copies the percentage of each Subsidiary’s outstanding capital stock or ownership interests owned by C-COR or another Subsidiary, is set forth in Section 4.1 of the Company Certificate and Company Bylaws and C-COR Disclosure Schedule. Except as set forth in Section 4.1 of the certificate of incorporation and bylaws C-COR Disclosure Schedule, C-COR does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLany interest convertible into or exchangeable or exercisable for, since July 1any equity or similar interest in, 2008any corporation, which contain approved minutes of all meetings of their respective boards of directorspartnership, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsjoint venture or other business association or entity, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor which interest C-COR or any Company Subsidiary is in violation of its organizational Subsidiaries has invested or governing documentsis required to invest $50,000 or more, excluding securities in any publicly traded company held for investment and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (collectively "Approvals") necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals would not have a Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not have a Company Material Adverse Effect. The A true and complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company has made available or another subsidiary, is set forth in Section 2.01 of that certain written disclosure schedule, dated of even date herewith, delivered by the Company to Parent complete and correct copies (the "Company Disclosure Schedule"), except as is noted therein. Except as set forth in Section 2.01 of the Company Certificate and Disclosure Schedule, the Company Bylaws and the certificate of incorporation and bylaws does not directly or indirectly own any equity or similar organizational interest in, or governing documents any interest convertible into or exchangeable or exercisable for, any equity or similar interest in any corporation, partnership, joint venture or other business association or entity which is material to the Company's financial condition or results of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentsoperations.

Organization and Qualification; Subsidiaries. The Company Each of Parent and its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all Approvals necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals would not have a Material Adverse Effect (as defined in Section 8.03). The Company Each of Parent and each Company Subsidiary of its significant subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not have a Company Material Adverse Effect. The Company has made available to A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent complete and correct copies or another subsidiary, is set forth in Section 3.01 of the disclosure schedule prepared by Parent and delivered to the Company Certificate and Company Bylaws and in connection with the certificate execution of incorporation and bylaws this Agreement (the "Parent Disclosure Schedule"). Except as set forth in Section 3.01 of the Parent Disclosure Schedule or the Parent SEC Reports (as defined in Section 3.07), Parent does not directly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLany interest convertible into or exchangeable or exercisable for, since July 1any equity or similar interest in, 2008any corporation, which contain approved minutes of all meetings of their respective boards of directorspartnership, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsjoint venture or other business association or entity, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred which Parent has invested or is required to invest $1,000,000 or more, excluding shares of Company Common Stock and the equity interest in such minutes, subject to certain agreed redactions. Neither Casa Ley S.A. de C.V. and the Company nor limited partnership interests in SSI Equity Axxxxxxxxs L.P. held by Parent or any Company Subsidiary is in violation direct or indirect subsidiary of its organizational or governing documentsParent.

Organization and Qualification; Subsidiaries. The Company Parent and each of its subsidiaries, including Merger Sub, is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company organization and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of has all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where any such failure to be so organized, existing or in all material respectsgood standing or to have such power or authority, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect (as defined below) and (y) would not be reasonably be expected to prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. The Company Parent and each Company Subsidiary of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize the concept of good standing, ) in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature conduct of its business or the nature or its activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for any such failures failure to be so qualified, qualified or licensed or in good standing that which, individually or in the aggregate, (x) has not had, and would not have reasonably be expected to have, a Company Parent Material Adverse Effect and (y) would not be reasonably be expected to prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever except as would not reasonably be expected to prevent, materially delay or materially impede the ability of Parent and Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. "Parent Material Adverse Effect. The Company " means any change, event or effect that has made available been or would be materially adverse to the business, financial condition or results of operations of Parent complete and correct copies its subsidiaries taken as a whole, other than any change, event or effect resulting from (i) changes in general economic conditions (except to the extent that those changes, events or effects have a materially disproportionate effect on Parent and its subsidiaries relative to other participants in the advertising industry), (ii) the announcement of this Agreement and the transactions contemplated hereby, including any termination of, or reduction in, client business due to the announcement and performance of this Agreement or the identity of the parties to this Agreement, or the performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants contained herein (iii) changes in general conditions in the advertising industry (except to the extent that those changes, events or effects have a materially disproportionate effect on Parent and its subsidiaries relative to other participants in the advertising industry), (iv) changes in any tax laws or regulations or applicable accounting regulations or principles (except to the extent that those changes, events or effects have a materially disproportionate effect on Parent and its subsidiaries relative to other participants in the advertising industry) or (v) only with respect to the clients listed on Section 4.1 of the Parent Disclosure Schedule, the impact of any change in client business publicly announced by Parent or such client prior to the date of this Agreement; provided that the exception set forth in clause (ii) shall not apply with respect to the representations and warranties set froth in Section 4.5 or 4.14 or with respect to any failure by Parent or any of its subsidiaries to take any action prohibited by Section 5.2 for which the consent of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentsproperly withheld).

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has the requisite corporate power and authority to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted. Each Subsidiary of the Company (eachCompany’s Subsidiaries is an entity duly organized, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing (with respect to jurisdictions that recognize that concept) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate corporate, limited liability company or similar organizational power and authority and all necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be in all material respectsgood standing or to have such power or authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Each of the Company and each Company Subsidiary of its Subsidiaries is duly qualified or licensed as a foreign corporation entity to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. The A true and complete list of all of the Company’s Subsidiaries, together with the jurisdiction of organization of each Subsidiary and the percentage of each Subsidiary’s outstanding capital stock or ownership interests owned by the Company has made available to Parent complete and correct copies or another Subsidiary, is set forth in Section 4.1 of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are Disclosure Schedule. Except as set forth in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books Section 4.1 of the Company and BHLDisclosure Schedule, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor does not directly or indirectly own any Company Subsidiary is equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, excluding securities in violation any publicly traded company held for investment and comprising less than 2% of its organizational or governing documentsthe outstanding stock of such company.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals would not have a Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not have a Company Material Adverse Effect. The A true and complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company has made available or another subsidiary, is set forth in Section 3.01 of the written disclosure schedule previously delivered by the Company to Parent complete and correct copies (the "COMPANY DISCLOSURE SCHEDULE"). Except as set forth in Section 3.01 of the Company Certificate and Disclosure Schedule, the Company Bylaws and the certificate of incorporation and bylaws does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectany interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documentsSECTION 3.02.

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the Laws Each of the State of Delaware. Each Subsidiary Company and each subsidiary of the Company (each, a “the "Company Subsidiary”Subsidiaries") has been duly organized and is validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary governmental approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in all material respectsgood standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Company Material Adverse Effect. The Each of the Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standingstanding (to the extent applicable), in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, qualified or licensed or and in good standing that would not not, individually or in the aggregate, have any change in or effect on the business of the Company and the Company Subsidiaries that is, or is reasonably likely to be, materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries taken as a whole (a "Company Material Adverse Effect"). The Section 3.01(a) of the Disclosure Schedule delivered by the Company has made available to Parent prior to the execution of this Agreement (the "Company Disclosure Schedule") sets forth a complete and correct copies list of all of the Company Certificate and Company Bylaws and Subsidiaries other than the certificate subsidiaries of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are Waste Management International plc (together with its subsidiaries, "WME"). Except as set forth in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books Section 3.01(b) of the Company and BHLDisclosure Schedule, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither neither the Company nor any Company Subsidiary is (except for WME and NSC Corporation and its subsidiaries (collectively, "NSC")) holds any interest in violation any corporation, limited liability company, partnership, joint venture or other legal entity of its organizational or governing documentsany kind.

Organization and Qualification; Subsidiaries. The Each of the Company and its subsidiaries is a corporation an entity duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar other power and authority and all necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power or authority would not reasonably be expected to have a Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent A true and complete and correct copies list of all of the Company Certificate and Company Bylaws and Company's "significant" subsidiaries, as defined in Regulation S-X, is included as an exhibit to the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectCompany's 1998 Annual Report on Form 10-K (the "COMPANY SIGNIFICANT SUBSIDIARIES"). The Company has also made available furnished to Parent complete and correct copies a list of the minute books all subsidiaries of the Company together with the jurisdiction of incorporation or organization of each such subsidiary and BHLthe percentage of each such subsidiary's outstanding capital stock owned by the Company or another subsidiary of the Company in Section 2.01 of the written disclosure schedule previously delivered by the Company to Parent (the "COMPANY DISCLOSURE SCHEDULE"). Except as set forth in Section 2.01 of the Company Disclosure Schedule or the Company SEC Reports (as defined in Section 2.07 below), since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither neither the Company nor any Company Subsidiary is in violation of its organizational subsidiaries directly or governing documentsindirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than its wholly-owned subsidiaries), with respect to which interest the Company or a subsidiary has invested (and currently owns) or is required to invest $2,000,000 or more, excluding securities in any publicly-traded company held for investment by the Company and comprising less than five percent of the outstanding stock of such company.

Organization and Qualification; Subsidiaries. The Each -------------------------------------------- of the Company and its Subsidiaries (defined below in this Section 4.1) is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except (to the extent the failure of any such Company Subsidiary to be in good standing would notapplicable), individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all any necessary governmental authority and approvals from Governmental Entities to own, operate or lease and the properties that it purports to own, operate its properties and assets or lease and to carry on its business as it is now being conducted, and, in all material respects. The the case of the Company and each Company Subsidiary of the Subsidiaries incorporated under the laws of a state within the United States (each, a "Domestic Subsidiary"), is duly qualified or licensed as a foreign corporation to do business, business and is in good standing, standing in each jurisdiction where the character of the its properties or assets owned, operated or leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualifiedfailure which, licensed or in good standing that when taken together with all other such failures, would not have a Material Adverse Effect (as defined below in this Section 4.1). For purposes of this Agreement, "Subsidiary" means any corporation or other legal entity of which the Company (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. For purposes of this Agreement, "Material Adverse Effect. The Company has made available to Parent complete and correct copies " means any change in or effect on the business of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies any of the minute books Subsidiaries that is or is reasonably likely to be materially adverse to the business, operations, properties (including intangible properties), condition (financial or otherwise), assets or liabilities of the Company and BHL, since July 1, 2008, which contain approved minutes the Subsidiaries taken as a whole. A true and complete list of all meetings the Subsidiaries, together with the jurisdiction of their respective boards incorporation or organization of directors, committees thereof each Subsidiary and stockholders and all actions the percentage of each Subsidiary's outstanding capital stock owned by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary or another Subsidiary, is set forth in violation of its organizational or governing documentsSchedule 4.1 hereto.

Organization and Qualification; Subsidiaries. The Each of the Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in all material respectsgood standing or to have such power, authority and Approvals could not reasonably be expected to have a Material Adverse Effect. The Each of the Company and each Company Subsidiary its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would could not reasonably be expected to have a Company Material Adverse Effect. The A true and complete list of all of the Company's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by the Company has made available to Parent complete and correct copies or another subsidiary, is set forth in Section 2.01 of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are Disclosure Schedule. Except as set forth in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books Section 2.01 of the Company and BHLDisclosure Schedule or the Company SEC Reports (as defined below), since July 1the Company does not directly or indirectly own any equity or similar interest in, 2008or any interest convertible into or exchangeable or exercisable for, which contain approved minutes of all meetings of their respective boards of directorsany equity or similar interest in, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsany corporation, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directorspartnership, committees thereof and stockholders joint venture or other business association or entity, with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither which interest the Company nor has invested or is required to invest $100,000 or more, excluding securities in any publicly traded company held for investment by the Company Subsidiary is in violation and comprising less than five percent of its organizational or governing documentsthe outstanding stock of such company.

Organization and Qualification; Subsidiaries. The Each of the -------------------------------------------- Company and its Subsidiaries (defined below in this Section 4.1) is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except (to the extent the failure of any such Company Subsidiary to be in good standing would notapplicable), individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all any necessary governmental authority and approvals from Governmental Entities to own, operate or lease and the properties that it purports to own, operate its properties and assets or lease and to carry on its business as it is now being conducted, and, in all material respects. The the case of the Company and each Company Subsidiary of the Subsidiaries incorporated under the laws of a state within the United States (each a "Domestic Subsidiary"), is duly qualified or licensed as a foreign corporation to do business, business and is in good standing, standing in each jurisdiction where the character of the its properties or assets owned, operated or leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualifiedfailure which, licensed or in good standing that when taken together with all other such failures, would not have a Material Adverse Effect (as defined below in this Section 4.1). For purposes of this Agreement, "Subsidiary" means any corporation or other legal entity of which the Company (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. For purposes of this Agreement, "Material Adverse Effect. The Company has made available to Parent complete and correct copies " means any change in or effect on the business of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies any of the minute books Subsidiaries that is or is reasonably likely to be materially adverse to the business, results of operations, properties (including intangible properties), financial condition, assets or liabilities of the Company and BHL, since July 1, 2008, which contain approved minutes the Subsidiaries taken as a whole. A true and complete list of all meetings the Subsidiaries, together with the jurisdiction of their respective boards incorporation or organization of directors, committees thereof each Subsidiary and stockholders and all actions the percentage of each Subsidiary's outstanding capital stock owned by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary or another Subsidiary, is set forth in violation of its organizational or governing documentsSchedule 4.1 hereto.

Organization and Qualification; Subsidiaries. The Company Each of ARRIS and its Subsidiaries (as defined herein) is a corporation an entity duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and is in possession of all Approvals necessary approvals from Governmental Entities to own, lease and operate its the properties and assets it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be in all material respectsgood standing or to have such Approvals would not have a Material Adverse Effect. The Company Each of ARRIS and each Company Subsidiary of its Subsidiaries, including the Merger Subsidiary, is duly qualified or licensed as a foreign corporation entity to do business, and is in good standing, in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing that would not have a Company Material Adverse Effect. The Company has made available to Parent A true and complete list of all of ARRIS’ Subsidiaries, together with the jurisdiction of organization of each Subsidiary and correct copies the percentage of each Subsidiary’s outstanding capital stock or ownership interests owned by ARRIS or another Subsidiary, is set forth in Section 5.1 of the Company Certificate and Company Bylaws and ARRIS Disclosure Schedule. Except as set forth in Section 5.1 of the certificate of incorporation and bylaws ARRIS Disclosure Schedule, ARRIS does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHLany interest convertible into or exchangeable or exercisable for, since July 1any equity or similar interest in, 2008any corporation, which contain approved minutes of all meetings of their respective boards of directorspartnership, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsjoint venture or other business association or entity, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor which interest ARRIS or any Company Subsidiary is in violation of its organizational Subsidiaries has invested or governing documentsis required to invest $50,000 or more, excluding securities in any publicly traded company and comprising less than five percent of the outstanding stock of such company.