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 and each subsidiary of the Company (a "Subsidiary") 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, except where the failure(s) 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 Company 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 any failure(s) to be so qualified, qualified or licensed or in good standing that would not not, individually or in the aggregate, have a Company Material Adverse Effect. The term "Company has made available Material Adverse Effect" means any change or effect that is or is reasonably likely to Parent complete and correct copies be materially adverse to the business, assets, results of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws operations 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 financial condition of the Company and BHLthe Subsidiaries, since July 1taken as a whole, 2008or otherwise materially and adversely affects the ability of the Company to consummate the Merger, which contain approved minutes except for such changes or effects that may relate solely to the incurrence by the Company of the Company Transaction Expenses and except for such changes or effects that are the result of general economic conditions affecting the Company's industry generally. A true and complete list of all meetings the Subsidiaries, together with the jurisdiction of their respective boards incorporation of directorseach Subsidiary and the percentage, committees thereof and stockholders and all actions if less than one hundred (100%) percent, of the outstanding capital stock of each Subsidiary owned by written consent taken without a meeting the Company, is set forth on Schedule 3.01 of the separate Disclosure Schedule previously delivered 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 to Parent (the "Company Disclosure Schedule"). Except as set forth on said Schedule 3.01, the Company 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 (a) Each of the Company and its subsidiaries is a corporation or legal entity duly organizedorganized or formed, validly existing and in good standing standing, under the Laws laws of the State its jurisdiction of Delawareorganization or formation. 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 its subsidiaries has the requisite corporate corporate, partnership or similar limited liability company 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 have such power, authority and governmental approvals would not have, individually or in all material respectsthe aggregate, 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 in which 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 where the failure to be so qualified, qualified or licensed or to be in good standing that would not have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent complete . (b) All the issued and correct copies outstanding shares of capital stock or voting securities of, or other equity interests in, each of the Company Certificate Company’s subsidiaries have been validly issued and Company Bylaws are fully paid and the certificate of incorporation nonassessable and bylaws are owned, directly 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 indirectly, by the Company free and BHL, since July 1, 2008, which contain approved minutes clear of all meetings Liens and transfer restrictions of their respective boards any kind and nature whatsoever, and free of directorsany restriction on the right to vote, committees thereof sell or otherwise dispose of such capital stock, voting securities or other ownership interests, except for such transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws. Except for the capital stock and stockholders voting securities of, and all actions by written consent taken without a meeting by their respective boards of directorsother equity interests in, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directorsthe Company’s subsidiaries, 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 own, directly or indirectly, any Company Subsidiary is in violation of its organizational capital stock or governing documentsvoting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interests in, any corporation, partnership, joint venture, association, limited liability company, trust, unincorporated organization or other entity.

Organization and Qualification; Subsidiaries. The Company (a) Parent is a corporation real estate investment trust 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 Parent is duly qualified or licensed to do business as a foreign real estate investment trust, and is in good standing, in each jurisdiction where the character of the Company properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (eachb) Each Parent Subsidiary is duly organized, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing (to the extent applicable) 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 organizational 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, in all material respects. The Company and each Company Each Parent Subsidiary is duly qualified or licensed to do business as a foreign corporation to do businesscorporation, company or partnership, as applicable, 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 . (c) Section 5.1(c) of the Company Certificate Parent Disclosure Letter sets forth a true and Company Bylaws complete list of the Parent Subsidiaries and their respective jurisdiction of incorporation or organization, as the case may be, and the certificate type of incorporation and bylaws percentage of interest held, directly or similar organizational or governing documents indirectly, by Parent in each Parent Subsidiary, including a list of each Company Parent Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to each Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, Subsidiary that is an entity taxable as a corporation 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 is neither 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. Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (d) Neither the Company Parent nor any Company Parent Subsidiary is directly or indirectly owns any interest or investment (whether equity or debt) in violation of its organizational or governing documentsany Person (other than in the Parent Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. The (a) Except as set forth in Section 2.1(a) of the Company Disclosure Letter, each of the Company and its subsidiaries is a corporation duly organized, organized and validly existing and and, where applicable, in good standing 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 and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, lease and operate the properties it purports to own, operate or organization, lease and to carry on its business as the case may beit is now being conducted, except to the extent where the failure of any to have such Company Subsidiary to be in good standing Approvals would not, individually or in the aggregate, be material to the business Company. Each 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 subsidiaries is duly qualified or licensed as a foreign corporation to do business, and and, where applicable 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, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies Effect on the Company. (b) Section 2.1(b) of the Company Certificate and Company Bylaws Disclosure Letter lists each of the Company's subsidiaries, the jurisdiction of incorporation of each such subsidiary, 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 Company's equity interest therein. 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(b) of the Company and BHLDisclosure Letter, 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 neither Company nor any Company Subsidiary is in violation of its organizational subsidiaries has agreed nor is obligated to make nor is bound by any written or governing documentsoral agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "CONTRACT") under which it may become obligated to make, any future investment in or capital contribution to any other entity. Other than Company's interests in its subsidiaries, and except as set forth in Section 2.1(b) of the Company Disclosure Letter, neither Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, 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. (a) Each Subsidiary of the Company (eachand its Subsidiaries is a corporation, a “Company Subsidiary”) has been limited liability company, partnership or other entity duly organized and is validly existing and and, where applicable, in good standing 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 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, and and, where applicable 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, individually or in the aggregate with similar failures, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies Effect (as defined in Section 8.7(f)) on the Company. (b) Section 2.1(b) of the Company Certificate Disclosure Letter sets forth a true and Company Bylaws complete list as of the date of this Agreement of each of the Company's Subsidiaries, the jurisdiction of organization of each such Subsidiary, 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 redactionsCompany's equity interest therein. Neither the Company nor any Company Subsidiary is in violation of its organizational Subsidiaries has agreed, is obligated to make, or governing documentsis bound by any Contract under which it may become obligated to make any future investment in, or capital contribution or loan to, any entity other than the Company or one of its Subsidiaries. All the outstanding shares of capital stock of, or other equity interests in each Subsidiary of the Company have been validly issued, are fully paid and nonassessable and are owned, directly or indirectly, by the Company, free and clear of all Liens (as defined in Section 2.3(c)), except restrictions on transfer arising under applicable securities law. As of the date hereof, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any Person (other than a Subsidiary of the Company).

Organization and Qualification; Subsidiaries. The (a) Each of 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 assets and properties and assets and to carry on its business as it is now being conducted, except where the failure to do so would not, individually, or in the aggregate, have a Material Adverse Effect. Each of Company and its subsidiaries is in possession of all material respectsfranchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("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 the aggregate, have a Material Adverse Effect on Company. (b) Company has no subsidiaries except for the corporations identified in Section 2.1(b) of the Company Schedule. The Neither Company nor any of its subsidiaries has agreed nor is obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "CONTRACT") under which it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity. (c) Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed to do business as a foreign corporation to do businesscorporation, and is in good standing, in each jurisdiction under the laws of all jurisdictions where the character of the properties or assets owned, leased or operated by it or the nature of its their business makes requires such qualification, licensing or good standing necessary or desirable, except for such failures qualification and where the failure to be so qualified, licensed or in good standing that qualify 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 Effect (as defined 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 documentsSection 8.3) on Company.

Organization and Qualification; Subsidiaries. The (a) Each of 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 assets and properties and assets to carry on its business as it is now being conducted. Each of Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("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 Company. The Each of 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 not not, either individually or in the aggregate, have a Company Material Adverse Effect. The Effect on Company. (b) Company has made available to Parent complete and correct copies no subsidiaries except for the corporations identified in Section 2.1(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 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 redactionsSchedule. Neither the Company nor any Company Subsidiary is in violation of its organizational subsidiaries has agreed nor is obligated to make nor be bound by any written, oral or governing documentsother agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "CONTRACT") under which it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity, other than passive investments in equity interests of public companies constituting less than 5% interests therein as part of Company's cash management program.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, and to enter into this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder. (b) Each of the Subsidiaries of the Company is a corporation, partnership 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 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, partnership or similar limited liability company power and authority and all necessary approvals from Governmental Entities to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, in all material respects. The . (c) 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 in which the character ownership of the properties or assets owned, leased or operated by it its property or the nature conduct of its business makes requires such qualification, licensing or good standing necessary or desirable, except for such any failures to be so qualified, licensed qualified or to be in good standing that as would not have not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies . (d) Schedule 3.1(d) sets forth the name of each Subsidiary of the Company Certificate (whether owned, directly or indirectly, through one or more intermediaries) and each Affiliated Limited Partnership. All of the outstanding shares of capital stock of, or other equity interest in, each of the Subsidiaries owned by the Company Bylaws are duly authorized, validly issued, fully paid and nonassessable, and are owned, directly or indirectly, by the Company free and clear of all Liens, except as set forth in Schedule 3.1(d). The following information for each Subsidiary and Affiliated Limited Partnership is set forth in Schedule 3.1(d), if applicable: (i) its name and jurisdiction of incorporation or organization, (ii) the type of and percentage interest held by the Company in the Subsidiary or Affiliated Limited Partnership and the certificate names of incorporation and bylaws percentage interest held by the other interest holders, if any, in the Subsidiaries, and (iii) any loans from the Company to, or similar organizational priority payments due to the Company from, the Subsidiary or governing documents Affiliated Limited Partnerships, and the rate of each return thereon. Except as contemplated hereby and as set forth on Schedule 3.1(d), there are no existing options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate 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 any of the minute books Subsidiaries or Affiliated Limited Partnerships to issue, transfer or sell any shares of capital stock or equity interests in any of the Company and BHLSubsidiaries or Affiliated Limited Partnerships except as would not, since July 1individually or in the aggregate, 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 reasonably be expected to result in 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 documentsMaterial Adverse Effect.

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 does not directly or indirectly own any material equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity. (b) Each of the foreign subsidiaries of Company that are incorporated under the laws of countries other than Canada or Mexico (the "COMPANY OTHER FOREIGN SUBSIDIARIES") is, to the Company's knowledge, a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has made available the requisite corporate power and authority to Parent complete own, lease and correct copies operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company Certificate Other Foreign Subsidiaries is, to the Company's knowledge, is in possession of all Approvals necessary to own, lease and Company Bylaws operate the properties it purports to own, operate or lease and to carry on its business and the certificate business of incorporation and bylaws its subsidiaries as it is now being conducted, except where the failure to have such Approvals would not, individually or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectthe aggregate, have a Material Adverse Effect (as defined in Section 8.3(b)) on Company. The Company has also made available to Parent complete and correct copies of the minute books Each of the Company Other Foreign Subsidiaries is, to the Company's knowledge, in compliance with the terms of the Approvals and BHLis duly qualified or licensed as a foreign corporation to do business, 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 good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its organizational activities makes such qualification or governing documentslicensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have a Material Adverse Effect on Company.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the laws of The Commonwealth of Massachusetts and with respect to which no articles of dissolution have been filed. Each of the Subsidiaries of the Company is a corporation or other business entity duly organized, validly existing and in good standing under the Laws 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 its 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 and each of the Company and the Company its 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 organizational power and authority and all necessary approvals from Governmental Entities to own, operate or 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 its properties or assets owned, operated or leased or operated by it or the nature of its business activities makes such qualificationqualification necessary, licensing in each case except as would not, individually or good standing necessary in the aggregate, have or desirablereasonably be expected to have a Material Adverse Effect. (b) All of the outstanding shares of capital stock and other equity securities of the Subsidiaries of the Company have been validly issued and are fully paid and nonassessable, and are owned, directly or indirectly, by the Company, free and clear of all pledges and security interests, except for such failures a de minimis number of shares of capital stock of certain Subsidiaries that, due to the requirements of local law, must be so qualifiedheld by the managing director (or other Person with comparable duties or responsibilities) of the Subsidiary who resides in the jurisdiction of incorporation. There are no subscriptions, licensed options, warrants, calls, commitments, agreements, conversion rights or in good standing that would not have a other rights of any character (contingent or otherwise) entitling any Person to purchase or otherwise acquire from the Company Material Adverse Effector any of its Subsidiaries at any time, or upon the happening of any stated event, any shares of capital stock or other equity securities of any of the Subsidiaries of the Company. The Company has made available to Parent complete Disclosure Letter lists the name and correct copies jurisdiction of incorporation or organization of each Subsidiary 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 Company. (c) Except for interests 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 BHLits Subsidiaries, 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 capital stock of, or other equity or voting or similar interest (including a joint venture interest) in any Person or has any monetary or other obligation or made any commitment to acquire any such interest or make any such investment.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and its wholly-owned subsidiary, Cover-All Systems, Inc., a Delaware corporation (the “Subsidiary”), 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 assets and properties and assets to carry on its business as it is now being conducted. Each of the Company and the Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“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 or reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and each Company the 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 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 Material Adverse Effect. . (b) The Company has made available to Parent complete no subsidiaries except for the Subsidiary, and correct copies of owns no debt, equity or other similar interest in any other Person except for 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 redactionsSubsidiary. Neither the Company nor the Subsidiary has agreed, is obligated to make, or is bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which it may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor the Subsidiary is directly or indirectly owns any equity or similar interest in violation of its organizational or governing documentsany interest convertible, exchangeable or exercisable for any equity or similar interest in, any other Person.

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 of the Company (each, a “Company Subsidiary”) Parent has been duly organized and is validly existing and in good standing under the Laws laws of the its 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, in all material respects. The Company Each of the Parent and the subsidiaries of the Parent (each Company Subsidiary a "Parent 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 have a Company that, individually or in the aggregate, has no Material Adverse EffectEffect on the Parent. The Company For purposes of this Agreement, "Material Adverse Effect on the Parent" means any state of ------------------------------------- affairs or change that has made available had, or will have, a material adverse effect on the business, assets, properties, results of operations or condition (financial or otherwise) of the Parent and the Parent Subsidiaries, taken as a whole, or that has materially impaired or will materially impair the ability of the Parent to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement, except that none of the following shall be deemed in themselves to constitute a Material Adverse Effect on the Parent: (i) any change in the market price or trading volume of the securities of the Parent after the date hereof, (ii) any change in general economic conditions, (iii) any adverse change involving the e-commerce industry generally, and (iv) transaction costs, taxes, accounting changes, integration costs and other effects that result directly from the announcement or consummation of the transactions contemplated by this Agreement. (b) Section 4.1(b) of the Parent Disclosure Letter sets forth a complete and correct copies list of all of the Company Certificate and Company Bylaws Parent Subsidiaries, their jurisdiction of organization and the certificate ownership or other interest therein of incorporation the Parent 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 other 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 redactionsSubsidiary. Neither the Company Parent nor any Company Parent Subsidiary is holds any interest in violation of its organizational or governing documentsany person other than the Parent Subsidiaries so listed.

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 does not directly or indirectly own any material equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity. (b) Each of the Company Certificate foreign subsidiaries of Parent that are incorporated under the laws of countries other than Canada or Sweden (the "PARENT OTHER FOREIGN SUBSIDIARIES") is, to the Parent's knowledge, a corporation duly organized, validly existing and Company Bylaws in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Parent Other Foreign Subsidiaries is, to the Parent's knowledge, 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 certificate business of incorporation and bylaws its subsidiaries as it is now being conducted, except where the failure to have such Approvals would not, individually or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectthe aggregate, have a Material Adverse Effect on Parent. The Company has also made available to Parent complete and correct copies Each of the minute books Parent Other Foreign Subsidiaries is, to the Parent's knowledge, in compliance with the terms of the Company Approvals and BHLis duly qualified or licensed as a foreign corporation to do business, 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 good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its organizational activities makes such qualification or governing documentslicensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have a Material Adverse Effect on Parent.

Organization and Qualification; Subsidiaries. The Company (a) SST IV is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of DelawareMaryland and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary SST IV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Company properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a SST IV Material Adverse Effect. (eachb) Each SST IV Subsidiary (i) is duly organized, 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 (ii) has the requisite corporate or similar organizational 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, in all material respects. The Company and each Company Each SST IV 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, 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 that, individually or in the aggregate, would not reasonably be expected to have a Company SST IV Material Adverse Effect. The Company has made available to Parent complete and correct copies . (c) Section 4.1(c) of the Company Certificate SST IV Disclosure Letter sets forth a true and Company Bylaws complete list of the SST IV Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which SST IV and the certificate SST IV Subsidiaries are qualified or licensed to do business, and the percentage of incorporation and bylaws interest held, directly or similar organizational or governing documents indirectly, by SST IV in each SST IV Subsidiary, including a list of each Company SST IV 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 that is (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the minute books Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Company Code (each a “Taxable REIT Subsidiary”) 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 (iii) an entity taxable as 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 corporation under the Company Code that is neither a Qualified REIT Subsidiary nor any Company Subsidiary is in violation of its organizational or governing documentsa Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. The Company (a) Parent is a corporation an exempted company, duly organized, validly existing and in good standing or similar concept under the Laws of the State of DelawareBermuda. Each Subsidiary of the Company (eachAmalgamation Sub is a Bermuda exempted company, a “Company Subsidiary”) has been duly organized and is organized, validly existing and in good standing or similar concept under the Laws of Bermuda. Each Parent Group Company (other than Parent and Amalgamation Sub) is an exempted company, corporation, limited liability company, limited partnership or other applicable business entity duly organized, validly existing and in good standing or similar concept (if applicable) under the Laws of its jurisdiction of its incorporation or organization, as the case may beformation, except to the extent the failure of any for such Company Subsidiary failures to be in good standing that would not, individually or in the aggregate, not reasonably be expected to be material to the business of the Company and the Company Subsidiaries Parent Group Companies taken as a whole. Section 4.1 of the Each Parent Group 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 company or similar corporate, limited liability company, limited partnership or other applicable business entity power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its businesses as presently conducted. Amalgamation Sub has not engaged in any business since it was incorporated which is not in connection with this Agreement. All of the outstanding shares of Amalgamation Sub are validly issued, fully paid and nonassessable and owned of record and beneficially by Bayshore Holdings Ltd., free and clear of all Liens. Parent has delivered to the Company complete and correct copies of Parent’s and Amalgamation Sub’s respective Governing Documents in effect as it of the Original Agreement Date, and neither Parent nor Amalgamation Sub is now being conducted, in all material respects. The violation of any of the provisions of its respective Governing Documents. (b) Each Parent Group Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, transact business and is in good standing, standing or similar concept (if applicable) in each jurisdiction where in which the character of the properties or property and assets owned, leased or operated by it it, or the nature of its the business conducted by it, makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for in such failures jurisdictions where the failure to be so qualified, duly qualified or licensed or and in good standing that or similar concept would not reasonably be expected to have a Company Parent Material Adverse Effect. (c) Parent conducts its insurance operations through its Subsidiaries set forth in Schedule 5.1(c) (which, for the avoidance of doubt, excludes service companies, holding companies and other intermediary companies) (collectively, the “Parent Insurance Subsidiaries”). The Company has made available to Parent complete and correct copies Each of the Company Certificate Parent Insurance Subsidiaries is, where required, (i) duly licensed or authorized as an insurance company in its jurisdiction of incorporation, (ii) duly licensed or authorized as an insurance company or is an eligible excess or surplus lines insurer, in each other jurisdiction where it is required to be so licensed, authorized or eligible and Company Bylaws and the certificate (iii) duly authorized or eligible in its jurisdiction of incorporation and bylaws each other applicable jurisdiction to write each line of business reported as being written in the Parent Statutory Financial Statements, except where the failure to be so licensed, authorized 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 eligible would not reasonably be expected to be material to the 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 Insurance Subsidiaries taken without as 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 documentswhole.

Organization and Qualification; Subsidiaries. The (a) 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 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 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. Each Subsidiary of Company (a "COMPANY SUBSIDIARY") has been duly organized and is validly existing and in "good standing" (with respect to jurisdictions that recognize the concept of good standing or similar concepts) under the Laws of the jurisdiction in which it is incorporated or chartered and has the requisite corporate or other power and authority to own, in all material respectslease and operate its properties and to carry on its business as it is now being conducted. The Each of Company and each the Company Subsidiary 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 or similar concepts), 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 qualificationqualification or licensing necessary. (b) Company does not own, licensing directly or good standing necessary indirectly, any equity or desirablesimilar interest in, except for such failures to be so qualifiedor any interest convertible or exchangeable or exercisable for, licensed any equity or in good standing that would not have a Company Material Adverse Effectsimilar interest in, any corporation, partnership or joint venture arrangement, other business entity or other Person. The Company has made available to Parent complete and correct copies Schedule 4.01(b) of the Company Certificate and Disclosure Schedule sets forth the percentage of the equity or similar interest in each such corporation, partnership or joint venture arrangement, other business entity or other Person owned by Company Bylaws and the certificate Company Subsidiaries and, if applicable, other Persons. All outstanding shares of incorporation capital stock of each such corporation, partnership or joint venture arrangement, other business entity or other Person are duly authorized, validly issued, fully paid and bylaws or similar organizational or governing documents nonassessable. All of the outstanding shares of capital stock of each Company Subsidiary are owned by Company free 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 clear of all meetings Encumbrances. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments, arrangements, or agreements of their respective boards any character relating to the issued or unissued capital stock or other securities of directorsany such Company Subsidiary, 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 or otherwise obligating Company or any such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational to issue, transfer, sell, purchase, redeem or governing documentsotherwise acquire any such securities.

Organization and Qualification; Subsidiaries. The Company (a) CCPT V is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of DelawareMaryland and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary CCPT V is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Company properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a CCPT V Material Adverse Effect. (eachb) Each CCPT V Subsidiary is duly organized, 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 organizational 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, in all material respects. The Company and each Company Each CCPT V 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, 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 that, individually or in the aggregate, would not reasonably be expected to have a Company CCPT V Material Adverse Effect. The Company . (c) Section 4.1(c) of the CCPT V Disclosure Letter sets forth a true and complete list of the CCPT V Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which CCPT V and the CCPT V Subsidiaries are qualified or licensed to do business, and the percentage of interest held, directly or indirectly, by CCPT V in each CCPT V Subsidiary, including a list of each CCPT V Subsidiary that is (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (d) Neither CCPT V nor any CCPT V Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the CCPT V Subsidiaries and investments in short-term investment securities). (e) CCPT V has made available to Parent CMFT 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 CCPT V Governing Documents, which are in full force and effecteffect as of the date of this Agreement. The Company has also Each of CCPT V and the CCPT V Operating Partnership is in compliance with the terms of its CCPT V Governing Documents. True and complete copies of CCPT V’s and the CCPT V Operating Partnership’s minute books, as applicable, since January 1, 2017 have been made available by CCPT V to Parent complete and correct copies of CMFT. (f) CCPT V has not exempted any “Person” from the minute books of “Aggregate Share Ownership Limit” or the Company and BHL, since July 1, 2008“Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CCPT V Charter, 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 exemption or Excepted Holder Limit is 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 (a) 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 assets and properties and assets and to carry on its business as it is now being conducted, except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Each of the Company and its Subsidiaries is in possession of all material respectsApprovals 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 could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Section 3.1(b) of the Company Disclosure Schedule contains a complete and accurate list of each of the Company’s Subsidiaries, the jurisdiction of incorporation of each such Subsidiary, and the Company’s equity interest therein. Neither the Company nor any of its Subsidiaries has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any Person. (c) The Company and each Company Subsidiary of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation to do businesscorporation, and is in good standing, in each jurisdiction under the laws of all jurisdictions where the character of the properties or assets owned, leased or operated by it or the nature of its their business makes requires such qualificationqualification or license and where the failure to so qualify would reasonably be expected to have, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed individually or in good standing that would not have the aggregate, a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of Effect on 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 documentsCompany.

Organization and Qualification; Subsidiaries. The (a) Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of DelawareMaryland and has the requisite corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to conduct its business as it is now being conducted. Each Subsidiary Company is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. Company has made available to Parent, true and complete copies of any amendments or supplements to the Company Governing Documents and the Company OP Governing Documents. Company is in compliance with the terms of the Company Governing Documents in all material respects. Company Operating Partnership is in compliance with the terms of the Company OP Governing Documents in all material respects. True and complete copies of Company’s and Company Operating Partnership’s minute books and other corporate and partnership records, as applicable, have been made available by Company to Parent. (eachb) Section 3.1(b) of the Company Disclosure Letter sets forth a true and complete list, a in each case without giving effect to the Company Reorganization, of the Company Subsidiaries and each other corporate or non-corporate subsidiary in which Company owns any direct or indirect voting, capital, profits or other beneficial interest (excluding the Excluded Business, “Other Company Subsidiary”), together with (i) has been the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial interest held, directly or indirectly, by Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of and the type of and percentage of voting, equity, profits, capital and other beneficial interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary and each Other Company Subsidiary and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (c) Each Company Subsidiary (i) is duly organized and is organized, validly existing and existing, in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the jurisdiction of its incorporation organization and is in compliance in all material respects with the terms of its constituent organizational or organizationgoverning documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be) power and authority to conduct its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except to the extent for those jurisdictions where the failure of any such Company Subsidiary to be so qualified or licensed or to be in good standing would not, individually or in the aggregate, not 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 Company has made available to Parent complete and correct copies . (d) Except as set forth in Section 3.1(d) of the Company Certificate Disclosure Letter, as of the date hereof, neither Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries, Other Company Subsidiaries or the Excluded Business) in the aggregate in excess of $250,000 in fair market value. (e) Section 3.1(e) of the Company Disclosure Letter sets forth a true and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents complete list 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 that is a REIT within the meaning of Sections 856 through 860 of the minute books Code, a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Company and BHL, since July 1, 2008, which contain approved minutes Code (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of all meetings Section 856(l) 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 (“Taxable REIT Subsidiary”).

Organization and Qualification; Subsidiaries. (a) 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 (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 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 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 where any such failures failure to be so qualified, licensed qualified or in good standing that would not not, individually or in the aggregate, constitute a Company Material Adverse Effect. Each of the Company’s Significant Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Each of the Company’s Subsidiaries 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 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 qualified or in good standing, or to have such power or authority, would not, individually or in the aggregate, constitute a Company Material Adverse Effect. The Company has made available to Parent prior to the date hereof true, complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws (or similar equivalent organizational or and 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 non-wholly-owned domestic Subsidiary thereof, since July 1each as amended through the date hereof. (b) Section 3.1(b) of the Company Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of the Company as of the date hereof, 2008each such Significant Subsidiary’s jurisdiction of organization and its authorized, which contain approved minutes issued and outstanding equity interests (including partnership interests and limited liability company interests) that are not owned by the Company or one of all meetings its Subsidiaries. (c) All equity interests (including partnership interests and limited liability company interests) of their respective boards the Company’s Significant Subsidiaries held by the Company or one of directorsits other Subsidiaries are duly authorized, committees thereof validly issued, fully paid and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsnonassessable, 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, are not subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is and were not issued in violation of its organizational any preemptive or governing documentssimilar right, purchase option, call or right of first refusal or similar right and are free and clear of any Liens, other than Permitted Liens and Liens solely in favor of the Company and/or any of the Company’s wholly-owned Subsidiaries.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws 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 its 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 Personincorporation. The Company and each Company Subsidiary has all 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 ("Company Approvals") 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 have such power, authority and Company Approvals would not, individually or in all material respectsthe aggregate, have a Material Adverse Effect. The Company 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 owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except in such instances where the failure to be so duly qualified, or licensed and in good standing or to have such power, authority and Company Approvals would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each Subsidiary of the Company is a legal entity, duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization and has all the requisite power and authority, and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and Orders (with respect to each such Subsidiary, "Subsidiary Approvals") necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. Each 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 activities makes such qualification, qualification or 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 necessary. (c) Section 2.1(c) of the Company Certificate Disclosure Schedule sets forth, as of the date hereof, a true and Company Bylaws complete list of all of the Company's directly and indirectly owned Subsidiaries, together with the jurisdiction of incorporation or organization of each Subsidiary and the certificate of incorporation and bylaws or similar organizational or governing documents percentage of each Subsidiary's outstanding capital stock or other equity or other interest owned by the Company or another direct or indirect 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 Company. Except as set forth in Section 2.1(c) 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 in violation of its organizational Subsidiaries owns any equity or governing documentssimilar interest in, or any interest convertible into or exchangeable or exercisable for, directly or indirectly, any equity or similar interest in, any Person.

Organization and Qualification; Subsidiaries. The Company (a) TeleCorp is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) Delaware and 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 TeleCorp 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 where the failure to be so qualifiedqualified would not, licensed individually or in the aggregate, reasonably be expected to have a TeleCorp Material Adverse Effect. (b) All of the shares of capital stock of each Subsidiary of TeleCorp are owned by TeleCorp or by a Subsidiary of TeleCorp (other than director's qualifying shares in the case of foreign Subsidiaries), and are validly issued, fully paid and non-assessable, and there are no outstanding subscriptions, options, calls, contracts, voting trusts, proxies or other commitments, understandings, restrictions, arrangements, rights or warrants with respect any such Subsidiaries capital stock. (c) Each Subsidiary of TeleCorp is a legal entity, duly incorporated or organized, validly existing and in good standing that under the laws of its respective jurisdiction of incorporation or organization and has all the requisite power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary of TeleCorp 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 owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified would not not, individually or in the aggregate, reasonably be expected to have a Company TeleCorp 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 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 Delaware Law 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 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, 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) would not reasonably be expected to have a Company Material Adverse Effect on the Company. As used in this Agreement, “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” means, 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 the Company or Parent, as applicable (the Company or Parent, as applicable, being referred to in this sentence as “such minutesPerson”), subject any change, effect, event, occurrence or state of facts (an “Effect”) (or any development that has had or is reasonably likely to certain agreed redactions. Neither have any Effect) that, (A) is materially adverse to the Company nor business, financial condition or results of operations of such Person and its Subsidiaries, taken as a whole, or (B) which would prevent or materially delay the consummation of the Transactions; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been a Material Adverse Effect: (i) a change in the market price or trading volume of the capital stock of such Person after the date hereof, provided, however, that this clause (i) shall not exclude any Company Subsidiary is underlying Effect which may have caused such change in violation stock price or trading volume; (ii) disruption in financial, credit, banking or securities markets (including any disruption thereof and any decline in the price of any security or market index) or any interest rate or exchange rate changes, generally which does not disproportionately affect such Person and its organizational Subsidiaries, taken as a whole; (iii) any Effect arising from or governing documents.relating to general

Organization and Qualification; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each Subsidiary of the Company Company's Significant Subsidiaries (eachas defined herein) is a corporation duly organized, a “Company Subsidiary”) has been duly organized and is validly existing and and, with respect to the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, 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 Personincorporation. The Company and each Company Subsidiary of its subsidiaries has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, operate or 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, with respect to the Company and the Company's Significant Subsidiaries that are incorporated or organized in a jurisdiction in the United States of America, 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 standing, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that would not have reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a Company Material Adverse Effectwhole. The Company has heretofore made available to Parent and the Purchaser a complete and correct copies copy of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws the by-laws or similar comparable organizational or governing documents of documents, each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available as amended to Parent complete and correct copies of the minute books date hereof, of the Company and BHL, since July 1, 2008, which contain approved minutes each of all meetings its Significant Subsidiaries and has made available a complete and correct copy of their respective boards the Rights Agreement as amended to the date hereof. A "Significant Subsidiary" of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards any person means the subsidiaries identified on Section 4.02 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.Disclosure Schedule as a

Organization and Qualification; Subsidiaries. The (a) Each Company Party is a corporation duly organized, validly existing and in good standing under the Laws of the State its respective jurisdiction of Delawareorganization, and has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each Subsidiary Company Party is duly licensed or qualified to do business and is in good standing in each jurisdiction where the conduct of its business requires such licensure or qualification, except where the failure to be so licensed or qualified or in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of such Company Party. The Caesars Parties have made available to Growth Partners prior to the date hereof, as applicable, complete and accurate copies of the Governing Documents of each Company Party and, to the extent in existence, the stock or interest record book, the minute book and other corporate or similar organizational records of each Company Party. (eachb) Section 6.1(b) of the Caesars Disclosure Schedule sets forth the entire respective authorized and issued and outstanding equity interests of each Company Party and lists all of the direct and indirect Subsidiaries of each Company Party as of the date hereof and as of the date the Restructuring Transactions are consummated (collectively, the “Company Subsidiaries” and each individually, a “Company Subsidiary”) has been and for each Company Subsidiary, (i) its state of organization, (ii) the type of entity it is, and (iii) the outstanding number and type of its limited liability company interests, shares of capital stock, or other equity interests (or, in the case of the entities to be formed in the Restructuring Transactions, the anticipated number and type of limited liability company interests) and the owner of such equity interests. Each Company Subsidiary is or will be following the Restructuring Transactions, as applicable, duly organized and is organized, validly existing and in good standing under the Laws of the its respective jurisdiction of its incorporation or organization, as and has or will have following 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 PersonRestructuring Transactions, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the all requisite corporate or similar limited liability company 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 businesses as it is now being presently conducted, in all material respects. The Company and each Each Company Subsidiary is or will be following the Restructuring Transactions, as applicable, duly licensed or 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 the nature conduct of its business makes requires such licensure or qualification, licensing or good standing necessary or desirable, except for such failures where the failure to be so qualified, licensed or qualified or in good standing that has not had or would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect in respect of the relevant Company Party. The Company has Caesars Parties have made available to Parent Growth Partners prior to the date hereof or will make available to Growth Partners following the Restructuring Transactions with respect to the NewCo LLCs, as applicable, complete and correct accurate copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents Governing Documents of each Company Subsidiary and all amendments thereto and all such documents are and, to the extent in full force and effect. The Company has also made available to Parent complete and correct copies of existence, the stock or interest record book, the minute books book and other corporate or similar organizational records of the each 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 documentsSubsidiary.

Organization and Qualification; Subsidiaries. The Company (a) REIT I is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized Maryland 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 and, to the extent applicable, 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 REIT I 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, 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 that, individually or in the aggregate, would not reasonably be expected to have a Company REIT I Material Adverse Effect. The Company has made available . (b) Each REIT I Subsidiary is duly organized, validly existing and in good standing (to Parent complete and correct copies the extent applicable) under the Laws of the Company Certificate jurisdiction of its incorporation or organization, as the case may be, and Company Bylaws 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 REIT I Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a REIT I Material Adverse Effect. (c) Section 4.1(c) of the REIT I Disclosure Letter sets forth a true and complete list of the REIT I Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which REIT I and the certificate REIT I Subsidiaries are qualified or licensed to do business, and the type of incorporation and bylaws percentage of interest held, directly or similar organizational or governing documents indirectly, by REIT I in each REIT I Subsidiary, including a list of each Company REIT I 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 that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the minute books Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Company Code (each a “Taxable REIT Subsidiary”) and BHL, since July 1, 2008, each REIT I Subsidiary that is an entity taxable as a corporation which contain approved minutes is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (d) Neither REIT I nor any REIT I Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the REIT I Subsidiaries and investments in short-term investment securities). (e) Each of all meetings REIT I and the REIT I Operating Partnership is in compliance with the terms 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 REIT I Governing Documents in all material respects all actions by their respective boards of directorsrespects. (f) REIT I has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the REIT I Charter, committees thereof and stockholders with respect to all transactions referred to which exemption or Excepted Holder Limit is currently 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. (a) The Company is a corporation duly organized and validly existing under the laws of the State of Indiana and with respect to which no articles of dissolution have been filed. Each of the Subsidiaries of the Company is a corporation or other business entity duly organized, validly existing and in good standing under the Laws 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 its 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 and each of the Company and the Company its 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 organizational power and authority and all necessary approvals from Governmental Entities to own, operate or 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 its properties or assets owned, operated or leased or operated by it or the nature of its business activities makes such qualificationqualification necessary, licensing or good standing necessary or desirablein each case except as would not, except for such failures to be so qualified, licensed individually or in good standing that would not the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (b) All of the outstanding shares of capital stock and other equity securities of the Subsidiaries of the Company have been validly issued and are fully paid and nonassessable, and are owned, directly or indirectly, by the Company, free and clear of all pledges and security interests. There are no subscriptions, options, warrants, calls, commitments, agreements, conversion rights or other rights of any character (contingent or otherwise) entitling any Person to purchase or otherwise acquire from the Company or any of its Subsidiaries at any time, or upon the happening of any stated event, any shares of capital stock or other equity securities of any of the Subsidiaries of the Company. The Company has made available to Parent complete Disclosure Letter lists the name and correct copies jurisdiction of incorporation or organization of each Subsidiary 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 Company. (c) Except for interests 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 BHLits Subsidiaries, 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 capital stock of, or other equity or voting or similar interest (including a joint venture interest) in any Person or has any monetary or other obligation or made any commitment to acquire any such interest or make any such investment.

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 Caesars Party is a corporation duly organized, validly existing and in good standing under the Laws of the State its respective jurisdiction of Delawareorganization, and has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each Subsidiary Caesars Party is duly licensed or qualified to do business and is in good standing in each jurisdiction where the conduct of its business requires such licensure or qualification, except where the failure to be so licensed or qualified or in good standing or to have such power or authority has not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Assets taken as a whole. CEC has made available to Growth Partners prior to the date hereof, as applicable, complete and accurate copies of the Company Governing Documents of each Transferred Asset comprised of equity and, to the extent in existence, the stock or interest record book, the minute book and other corporate or similar organizational records of each such Transferred Asset. (eachb) At the Closing, a “Company Subsidiary”) has been PHWLV will be duly organized and is organized, validly existing and in good standing under the Laws of the its jurisdiction of its incorporation or organization, and will have all requisite corporate or limited liability power and authority to own, lease and operate its respective properties and to carry on its businesses as presently conducted. At the case may beClosing, except PHWLV will be duly licensed or qualified to the extent the failure of any such Company Subsidiary to do business and will be in good standing in each jurisdiction where the conduct of its business requires such licensure or qualification, except where the failure to be so licensed or qualified or in good standing or to have such power or authority has not had or would notnot reasonably be expected to have, individually or in the aggregate, be a material to adverse effect on the business of the Company and the Company Subsidiaries Transferred Assets taken as a whole. Section 4.1 of PHWLV shall have engaged in no business other than holding 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 assets and the percentage of the outstanding Equity Interests of each such Company Subsidiary liabilities owned by PHW Las Vegas immediately prior to the Company, each other Company Subsidiary contribution 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 assignment referred to in Section 10.3(c), and shall at the Closing have good and marketable title to such minutesassets and liabilities, subject to certain agreed redactions. Neither the Company nor free and clear of any Company Subsidiary is in violation of its organizational or governing documentsLiens, other than Permitted Liens.

Organization and Qualification; Subsidiaries. The Company (a) Each of Coors and its Subsidiaries is a corporation or other legal 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 of the jurisdiction of its incorporation and has the requisite corporate, partnership or organizationsimilar power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted, except, as the case may be, except related to the extent Subsidiaries of Coors, where the failure of any such Company Subsidiary to do so has not had and would not reasonably be in good standing would notexpected to have, individually or in the aggregate, be material to the business a Material Adverse Effect on Coors. Each of the Company Coors and the Company its Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list is in possession 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 Approvals from all necessary approvals from Governmental Entities necessary to own, lease and operate its the properties and assets it purports to own, operate or lease and to lawfully carry on its business as it is now being conducted, except where the failure to have such Approvals has not had and would not be reasonably expected to have, individually or in all the aggregate, a Material Adverse Effect on Coors. (b) Coors has no material respectsSubsidiaries except those identified to Molson prior to the date hereof. (c) All of the outstanding capital stock of, or other equity securities or ownership interests in, each Subsidiary of Coors, is owned by Coors, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity securities or ownership interests). The Company There are no outstanding (i) securities of Coors or its Subsidiaries convertible into or exchangeable for capital stock or other equity securities or ownership interests in any Subsidiary of Coors or (ii) except for employee or director stock options issued pursuant to the Coors Equity Plans, options or other rights to acquire from Coors or any of its Subsidiaries, or other obligation of Coors or any of its Subsidiaries to issue, any capital stock or other equity securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other equity securities or ownership interests in, any Subsidiary of Coors. There are no outstanding obligations of Coors or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the items referred to in clauses (i) and (ii) above. (d) Neither Coors nor any of its Subsidiaries has agreed nor is it obligated to make nor is it bound by any Contract under which it may become obligated to acquire any material equity interest or investment in, or make any material capital contribution to, any Person (other than a wholly-owned Subsidiary of Coors). Neither Coors nor any of its Subsidiaries directly or indirectly owns any material interest or investment (whether equity or debt) nor has any rights to acquire any material interest or investment in any Person (other than a Subsidiary of Coors). (e) Coors and each Company Subsidiary of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation to do businessor other foreign legal entity, and is in good standing, in each jurisdiction under the Laws of all jurisdictions where the character of the properties or assets owned, leased or operated by it or the nature of its business makes requires such qualification, licensing or good standing necessary or desirable, except for such failures those jurisdictions where the failure to be so qualified, licensed individually or in good standing that the aggregate, has not had and would not have be reasonably expected to have, individually or in the aggregate, 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 documentsEffect on Coors.

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. (a) The Company and each of the Company Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) 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 in which it is organized and has the requisite corporate or organizationother power, as the case may be, and authority to conduct its business as now being conducted, except to the extent for those jurisdictions where the failure of any such Company Subsidiary to be so organized, existing or in good standing would notnot or would not reasonably be expected to have, individually or in the aggregate, be material to the business of the a 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 PersonMaterial Adverse Effect. The Company and each of the 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 Subsidiaries is duly qualified or licensed as a foreign corporation to do business, business and is in good standing, standing (with respect to jurisdictions which recognize such concept) 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, leasing or operation of its properties makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be 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 delivered to or made available to Parent and Purchaser prior to the execution of this Agreement true and complete and correct copies of the Company Certificate and Company Bylaws and the any amendments to its certificate of incorporation or bylaws not filed as of the date hereof with the Securities 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 effectExchange Commission (the “SEC”). The Company has also made available is in compliance with the terms of its certificate of incorporation or bylaws. (b) Exhibit 21.1 to Parent complete and correct copies the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, includes all the Company Subsidiaries that, as of the minute books date of this Agreement, are “Significant Subsidiaries” (as defined in Rule 1-02 of Regulation S-X of the SEC). All outstanding shares of capital stock of, or other Equity Interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company, free and clear of any Liens, other than Permitted Liens and such Liens as would not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Other than the Company Subsidiaries, the Company does not directly or indirectly beneficially own any Equity Interests in any other Person except for non-controlling investments made in the ordinary course of business in entities which are not individually or in the aggregate material to 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 documentsSubsidiaries as a whole.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each Subsidiary of the Subsidiaries of the Company (eachis a corporation or other business entity duly organized, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the its 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 and each of the Company and the Company its 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 organizational power and authority and all necessary approvals from Governmental Entities to own, operate or 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 its properties or assets owned, operated or leased or operated by it or the nature of its business activities makes such qualification, licensing or good standing necessary or desirablequalification necessary, except for such failures as would not, in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect (as defined in Section 9.3). (b) Except as disclosed in the Company SEC Reports (as defined in Section 3.6) filed prior to the date of this Agreement, and except as would not, in the aggregate, have, or reasonably be so qualifiedexpected to have, licensed or in good standing that would not have a Company Material Adverse Effect. The Company has made available to Parent complete , (i) all of the outstanding shares of capital stock and correct copies other equity securities of the Subsidiaries of the Company Certificate are owned, directly or indirectly, by the Company free and Company Bylaws and the certificate clear of incorporation and bylaws all liens, pledges, security interests, or similar organizational or governing documents of each Company Subsidiary and other encumbrances, (ii) 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 outstanding shares of capital stock or other equity securities of the Subsidiaries of the Company have been validly issued and BHLare fully paid and nonassessable, since July 1(iii) there are no subscriptions, 2008options, which contain approved minutes warrants, calls, commitments, agreements, conversion rights or other rights 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 any character (contingent or otherwise) entitling any person to all transactions referred to in such minutes, subject to certain agreed redactions. Neither purchase or otherwise acquire from the Company nor or any Company Subsidiary is in violation of its organizational Subsidiaries at any time, or governing documentsupon the happening of any stated event, any shares of capital stock or other equity securities of any of the Subsidiaries of the Company. There are no outstanding obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities, or any securities convertible, exchangeable or exercisable for or into, shares of capital stock or other equity securities of any Subsidiary of the Company.

Organization and Qualification; Subsidiaries. The (a) Old NHT is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust which is duly formed, validly existing and in good standing under the Laws of the Province of Ontario and has elected to be treated as a real estate investment trust for U.S. federal income Tax purposes. Upon its formation and at the time of the Company is Merger Effective Time, New NHT will be a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware. NHT Intermediary is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. NHT Holdings is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. NHT OP is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each other Company Subsidiary of the Company (eachis a corporation or other legal entity duly incorporated or organized, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing (with respect to jurisdictions that recognize such concept), as applicable, under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent where the failure of any such Company Subsidiary to be so existing and 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 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 trust or corporate or similar power and authority and all necessary approvals from Governmental Entities authority, as the case may be, 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 except where the character of the properties or assets ownedfailure to have such power and authority would not, 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 individually or in good standing that would not the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company, NHT Intermediary, NHT Holdings, NHT OP and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction (with respect to jurisdictions that recognize such concept) where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The Company has made available to Parent NXDT true and complete and correct copies of (i) Old NHT’s declaration of trust, together with all amendments and supplements thereto (the “Declaration of Trust”), (ii) drafts of the articles of incorporation (the “Company Certificate Charter”) and bylaws (the “Company Bylaws Bylaws”) of New NHT that will be adopted as the governing documents of New NHT upon its formation (iii) the NHT Intermediary LLC Agreement and the certificate of incorporation formation of NHT Intermediary, together with all amendments and bylaws or similar organizational or governing documents supplements thereto, (iv) the NHT Holdings LLC Agreement and the certificate of formation of NHT Holdings, together with all amendments and supplements thereto, (v) the NHT OP LLC Agreement and the certificate of formation of NHT OP, together with all amendments and supplements thereto, and (vi) the Organizational Documents of each of the Company Subsidiary Subsidiaries, in each case as in effect as of the date hereof, and together with all amendments thereto thereto. Each of the Declaration of Trust, the NHT Intermediary LLC Agreement, the NHT Holdings LLC Agreement, the NHT OP LLC Agreement and all such documents are the Organizational Documents of the Company Subsidiaries was duly adopted and is in full force and effect. The , and the Company has also made available to Parent complete Charter and correct copies the Company Bylaws will be in full force and effect upon the formation of New NHT, and neither the minute books Company, NHT Intermediary, NHT Holdings, NHT OP nor any of the Company Subsidiaries, as applicable, is in violation in any material respect of any of the provisions of such documents. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and BHLcomplete list of the Company Subsidiaries, since July 1together with (i) the jurisdiction of organization or incorporation, 2008as the case may be, which contain approved minutes of all meetings each Company Subsidiary, and (ii) the type and percentage of their respective boards interest held, directly or indirectly by the Company or a Company Subsidiary and any other Person, as applicable, in each Company Subsidiary. Except as set forth on Section 4.1(c) of directorsthe Company Disclosure Letter, 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 Subsidiaries owns any capital stock of, or any equity interest of any nature in, any other entity, other than in violation of its organizational or governing documentsthe Company Subsidiaries.

Organization and Qualification; Subsidiaries. The (a) Each of 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 organizationand has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as the case may be, it is now being conducted except to the extent where the failure of any such Company Subsidiary to be in good standing so organized or have such power and authority would not, individually or in the aggregate, be material to the business have a Material Adverse Effect on Company or its subsidiaries, as applicable. Each of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list its subsidiaries is in possession of all of the Company Subsidiaries as of the date of this Agreementfranchises, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary grants, authorizations, licenses, permits, easements, consents, certificates, approvals 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 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 have such Approvals would not have, either individually or in all material respectsthe aggregate, a Material Adverse Effect (as defined in Section 9.3(b)(ii)), on Company or its subsidiaries, as applicable. The Each of 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 have not had, and would not have reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. The Effect on Company or its subsidiaries, as applicable. (b) 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 redactionsno subsidiaries. Neither the Company nor any Company Subsidiary is in violation of its organizational subsidiaries has agreed nor is obligated to make nor be bound by any written, oral or governing documentsother agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "Contract") under which it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, 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 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 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. (a) The Company and each Subsidiary of the Company is a corporation or other entity duly organized, validly existing and and, if such concept is applicable in its jurisdiction of organization, 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 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, in all material respectsexcept where the failure to have such power, authority or 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 businessbusiness and, and if such concept is applicable in its jurisdiction of organization, 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 desirable, except for such failures to the extent that the failure to be so qualified, qualified or licensed or in good standing that would not have a Company Material Adverse Effect. (b) A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each such Subsidiary, the percentage of the outstanding capital stock of each such Subsidiary owned by the Company and each other Subsidiary is set forth in the SEC Reports. The Company has 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. (c) Each outstanding share of capital stock of each Subsidiary is duly authorized, validly issued, fully paid and correct copies nonassessable, and each such share is owned by the Company or another Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, preemptive rights, agreements, limitations on the Company's or any such Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever ("Encumbrances") except for Encumbrances which would not have a Material Adverse Effect. (d) The Company does not have any "significant subsidiary" (within the meaning of Rule 1-02(w) of Regulation S-X under the Rules and Regulations 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 documentsExchange Act).

Organization and Qualification; Subsidiaries. The Company (a) FMS is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of DelawareNew Jersey, and is a registered savings and loan holding company under HOLA. Each Subsidiary of the Company (each, FMB is a “Company Subsidiary”) has been federally chartered capital stock savings bank duly organized and validly existing under the HOLA. The deposits of FMB are insured by the Deposit Insurance Fund of the FDIC to the extent provided by the FDIA, and FMB has paid all premiums and assessments required thereunder. FMB is a member in good standing of the FHLB of New York. Each of the other FMS Subsidiaries is duly organized, 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 incorporation. Each 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 FMS and the Company FMS 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 (“FMS Approvals”) 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, including appropriate authorizations from the OTS and the FDIC, except where a failure to be so organized, existing and in all material respects. The Company good standing or to have such power, authority and each Company FMS Approvals would not, individually or in the aggregate, have a Material Adverse Effect on FMS, and neither FMS nor any FMS Subsidiary has received any notice of proceedings relating to the revocation or modification of any FMS Approvals. (b) Each of FMS and FMB is duly qualified or licensed as a foreign corporation to do conduct business, and is in good standing, standing (or the equivalent thereof) in each jurisdiction where the character of the properties it owns, leases or assets owned, leased or operated by it operates or the nature of its business makes the activities it conducts make such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures to be so qualified, duly qualified and 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 to Parent Effect on FMS. (c) A true and complete list of all Subsidiaries of FMS (the “FMS Subsidiaries”), together with (i) FMS’s direct or indirect percentage ownership of each FMS Subsidiary; (ii) the jurisdiction in which the FMS Subsidiaries are incorporated; and correct copies (iii) a description of the Company Certificate principal business activities conducted by each FMS Subsidiary, is set forth in the FMS Disclosure Schedule. FMS and/or one or more of the FMS Subsidiaries owns beneficially and Company Bylaws and of record all of the certificate outstanding shares of incorporation and bylaws capital stock of each of the FMS Subsidiaries. Except for the Subsidiaries identified in the FMS Disclosure Schedule, FMS does not directly or indirectly own any equity or similar organizational interests in, or governing documents any interests 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 other than in the ordinary course of each Company Subsidiary business, 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 no event in excess of 10% of the minute books outstanding equity or voting securities 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 documentsentity.

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 DelawareWashington. Each Subsidiary of The Company has the Company (eachrequisite corporate power and authority to conduct its business as it is now being conducted, a “Company Subsidiary”) has been duly except where the failure to be so organized and is validly or existing and or to be in good standing under or to have such power and authority would not, individually or in the Laws of the jurisdiction of its incorporation aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is duly qualified or organization, as the case may be, except licensed to do business and (to the extent applicable) is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure of any such Company Subsidiary to be so duly qualified or licensed and (to the extent applicable) in good standing would not, individually or in the aggregate, reasonably be material expected to the business have a Company Material Adverse Effect. Accurate and complete copies of the Company’s amended and restated articles of incorporation (the “Company Charter”) and bylaws, as amended and restated (the “Company Subsidiaries taken Bylaws”), as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries in effect as of the date of this Agreement, identifying are included in the Company SEC Documents that have been filed at least one (1) Business Day prior to the date of this Agreement. (b) Each of the Company’s Subsidiaries is a corporation, partnership or other entity duly organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its incorporation or organization of each such Company Subsidiary and the percentage organization. Each 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 ’s Subsidiaries 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 conduct 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 except 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 failure to be so qualified, licensed organized or existing or to be in good standing that or to have such power and authority would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies Each of the Company Certificate Company’s Subsidiaries is duly qualified or licensed to do business and Company Bylaws and (to the certificate of incorporation and bylaws or similar organizational or governing documents of extent applicable) is in good standing in each Company Subsidiary and all amendments thereto and all such documents are jurisdiction in full force and effect. The Company has also made available to Parent complete and correct copies which the nature of the minute books of business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and (to the extent applicable) in good standing would not, individually or in the aggregate, reasonably be expected to have a 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 documentsMaterial Adverse Effect.

Organization and Qualification; Subsidiaries. The Company (a) 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. 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, reasonably be expected to have a Material Adverse Effect on Parent. 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, 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, reasonably be expected to have a Company Material Adverse EffectEffect on Parent. (b) Parent has no material subsidiaries except for the corporations identified in the Parent SEC Reports (as hereinafter defined). The Company Neither Parent nor any of its subsidiaries has made available agreed nor is obligated to make nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Parent complete and correct copies nor any of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws its subsidiaries directly or indirectly owns any equity or similar organizational interest in or governing documents of each Company Subsidiary any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity other than the entities identified in the Parent SEC Reports and all amendments thereto and all such documents are Parent's limited partnership or limited liability company interests 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 redactionsventure capital funds. Neither the Company Parent nor any Company Subsidiary is in violation of its organizational subsidiaries directly or governing documentsindirectly owns, beneficially or of record, any shares of Company Common Stock or other equity interest in Company other than pursuant to this Agreement.

Organization and Qualification; Subsidiaries. The (a) Each of the Company and its subsidiaries is a corporation or legal entity duly organizedorganized or formed, validly existing and in good standing standing, under the Laws 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 its jurisdiction of its incorporation organization 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 corporate, partnership or similar limited liability company 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 have such power, authority and governmental approvals would not have, individually or in all material respectsthe aggregate, 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 in which 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 where the failure to be so qualified, qualified or licensed or to be in good standing that would not have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies . (b) Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 identifies, as of the date of this Agreement, each subsidiary of the Company Certificate and Company Bylaws and the certificate (including its jurisdiction of incorporation or formation). All the issued and bylaws outstanding shares of capital stock of, or similar organizational or governing documents of other equity interests in, 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 Company’s subsidiaries have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by the Company free and BHL, since July 1, 2008, which contain approved minutes clear of all meetings of their respective boards of directorsLiens. Except for the capital stock and voting securities of, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directorsother equity interests in, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directorsthe Company’s subsidiaries, 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 own, directly or indirectly, any Company Subsidiary is in violation of its organizational capital stock or governing documentsvoting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interests in, any corporation, partnership, joint venture, association, limited liability company, trust, unincorporated organization or other entity.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of DelawareMaryland and has the requisite corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to conduct its business as it is now being conducted. Each Subsidiary The Company is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to or made available to Parent and Merger Sub, prior to the execution of this Agreement, true and complete copies of any amendments or supplements to the Company Governing Documents and the Company Operating Partnership Agreement not filed as of the date hereof with the SEC. The Company is in compliance with the terms of the Company Governing Documents in all material respects. The Company Operating Partnership is in compliance with the terms of the Company Operating Partnership Agreement in all material respects. True and complete copies of the Company’s and the Company Operating Partnership’s minute books and other corporate and partnership records, as applicable, have been made available by the Company to the Parent. (b) Section 3.1(b) of the Company Disclosure Letter sets forth as of the date hereof a true and complete list of the Subsidiaries of the Company (each, a “Company Subsidiary”) has been and each other corporate or non-corporate subsidiary in which the Company owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Company Subsidiary”), together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial interest held, directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of and the type of and percentage of voting, equity, profits, capital and other beneficial interest held by any Person other than the Company or a Company Subsidiary in each Company Subsidiary and each Other Company Subsidiary and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (c) Each Company Subsidiary (i) is duly organized and is organized, validly existing and existing, in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the jurisdiction of its incorporation organization and is in compliance in all material respects with the terms of its constituent organizational or organizationgoverning documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be) power and authority to conduct its business as now being conducted, and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except to the extent for those jurisdictions where the failure of any such Company Subsidiary to be so qualified or licensed or to be in good standing would not, individually or in the aggregate, not 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 Company has made available to Parent complete and correct copies . (d) Except as set forth in Section 3.1(d) of the Company Certificate Disclosure Letter and excluding for the avoidance of doubt loans otherwise identified in the Company Bylaws and the certificate Disclosure Letter (which loans are not convertible into equity) to operators 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 Property, as of the minute books of the Company and BHLdate hereof, 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, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries) in the aggregate in excess of $5 million in fair market value. (e) Section 3.1(e) of the Company Disclosure Letter sets forth a true and complete list of each Company Subsidiary that is in violation a real estate investment trust within the meaning of its organizational Sections 856 through 860 of the Code (a “REIT”), a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”) or governing documentsa “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”).

Organization and Qualification; Subsidiaries. (a) The Company Seller is a company duly organized, validly existing and in good standing under the laws of the State of Wisconsin, and is registered as a savings and loan holding company under the Home Owners' Loan Act ("HOLA"). Each subsidiary of the Seller ("Seller Subsidiary" or, collectively, "Seller Subsidiaries") is a federally-chartered savings bank or a corporation duly organized, validly existing and in good standing under the Laws laws of the State state of Delawareits incorporation. 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 Seller and the Company Seller 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 ("Seller Approvals") 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, including, without limitation, appropriate authorizations from the Federal Deposit Insurance Corporation (the "FDIC") and the Office of Thrift Supervision ("OTS"), and neither the Seller nor any Seller Subsidiary has received any notice of proceedings relating to the revocation or modification of any Seller Approvals, except in all material respects. each case where the failure to be so organized, existing and in good standing or to have such power, authority, Seller Approvals and revocations or modifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined below) on the Seller and the Seller Subsidiaries, taken as a whole. (b) The Company Seller and each Company Seller 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 where 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 on the Seller and the Seller Subsidiaries, taken as a whole. (c) A true and complete list of all of the Seller Subsidiaries, together with (i) the Seller's percentage ownership of each Seller Subsidiary and (ii) laws under which the Seller Subsidiary is incorporated, is set forth on Section 2.1(c) of the Seller Disclosure Schedule. Except as set forth on Section 2.1(c) of the Seller Disclosure Schedule, the Seller and/or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock of each of the Seller Subsidiaries. Except for the subsidiaries set forth on Section 2.1(c) of the Seller Disclosure Schedule, the Seller does not directly or indirectly own any equity or similar interests in, or any interests 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 in the ordinary course of business, and in no event in excess of 5% of the outstanding equity securities of such entity. (d) As used in this Agreement, the term "Material Adverse Effect. The Company has made available " means, with respect to Parent complete and correct copies of the Company Certificate or the Seller, as the case may be, any effect that (i) is material and Company Bylaws and adverse to the certificate business, assets, liabilities, results of incorporation and bylaws operations 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 financial condition 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 Subsidiaries taken as whole or the Seller and the Seller Subsidiaries taken as a whole, respectively, or (ii) materially impairs the ability of the Company Subsidiary is or the Seller to consummate the transactions contemplated hereby; provided, however, that Material Adverse Effect shall not be deemed to include the impact of (a) actions contemplated by this Agreement, (b) changes in violation laws and regulations or interpretations thereof that are generally applicable to the banking or savings industries, (c) changes in generally accepted accounting principles that are generally applicable to the banking or savings industries, (d) reasonable expenses incurred in connection with the transactions contemplated hereby, and (e) changes attributable to or resulting from changes in general economic conditions affecting banks, savings institutions or their holding companies generally, including changes in the prevailing level of its organizational or governing documentsinterest rates.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and has the requisite corporate 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. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Subsidiary of the Company is duly organized, validly existing and in good standing under (to the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”extent applicable) 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 organizational 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, in all material respects. The Each Subsidiary of the Company and each Company 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 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 that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Schedule 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Subsidiaries of the Company and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which the Company and each Subsidiary of the Company are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by the Company in each Subsidiary of the Company, including a list of (i) each Subsidiary of the Company that is a REIT, a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each, a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (each, a “Taxable REIT Subsidiary”), (ii) each Subsidiary of the Company that is an entity taxable as a corporation which is neither a REIT, a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary and (iii) each Subsidiary of the Company in which a Person other than the Company or a Wholly Owned Company Subsidiary holds an equity interest as of the date hereof (the “Majority Equity Joint Ventures”), together with the percentage equity interest in each Majority Equity Joint Venture held by such other Persons. For the avoidance of doubt, a Majority Equity Joint Venture is a Subsidiary of the Company. (d) None of the Acquired Companies, directly or indirectly, owns any equity interest or investment (whether equity or debt) in any Person (other than in (i) the Subsidiaries of the Company, (ii) investments in short-term investment securities, and (iii) equity interests in the Persons set forth on Schedule 4.1(d)(iii) of the Company Disclosure Letter (the “Minority Equity Joint Ventures”)). (e) The Company has made available to Parent complete and correct copies of the Governing Documents. Each of the Company Certificate Parties is in compliance with the terms of its Governing Documents in all material respects. True 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 Company’s minute books of book have been made available by 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 documentsParent.

Organization and Qualification; Subsidiaries. The Company (a) NXDT is a corporation statutory trust duly organizedformed, validly existing and in good standing under the Laws of the State of Delaware. NXDT Intermediary is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. NXDT OP is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. NXDT Merger Sub is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (eachNXDT, a “Company Subsidiary”) NXDT Intermediary, NXDT OP and NXDT Merger Sub has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation requisite statutory trust or organizationother legal entity, 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, except where the failure to have such power and authority would not, individually or in all material respectsthe aggregate, reasonably be expected to have a NXDT Material Adverse Effect. The Company Each of NXDT, NXDT Intermediary, NXDT OP and each Company Subsidiary NXDT Merger Sub is duly qualified or licensed as a foreign corporation to do business, business and is in good standing, standing in each jurisdiction (with respect to jurisdictions that recognize such concept) where the character ownership, leasing or operation of the its 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 have a Company NXDT Material Adverse Effect. The Company . (b) NXDT has made available to Parent the Company true and complete and correct copies of the Company Certificate and Company Bylaws and certificate of trust of NXDT, the declaration of trust of NXDT, the bylaws of NXDT, the certificate of incorporation formation of NXDT Intermediary, NXDT Intermediary LLC Agreement, the certificate of limited partnership of NXDT OP, the NXDT OP LP Agreement, the certificate of formation of NXDT Merger Sub and NXDT Merger Sub LLC Agreement. Each of the certificate of trust of NXDT, the declaration of trust of NXDT, the bylaws or similar organizational or governing documents of each Company Subsidiary NXDT, the certificate of formation of NXDT Intermediary, the NXDT Intermediary LLC Agreement, the certificate of limited partnership of NXDT OP, the NXDT OP LP Agreement, the certificate of formation of NXDT Merger Sub and all amendments thereto the NXDT Merger Sub LLC Agreement was duly adopted and all such documents are is 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 BHLneither NXDT, since July 1NXDT Intermediary, 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 NXDT OP nor any Company Subsidiary NXDT Merger Sub is in violation of its organizational or governing any of the provisions of such documents. (c) NXDT Intermediary was formed solely for the purpose of engaging in transactions contemplated by this Agreement, and NXDT Intermediary has conducted no business prior to the date hereof and has no, and prior to the Company Merger Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the transactions contemplated by this Agreement. (d) NXDT Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, and NXDT Merger Sub has conducted no business prior to the date hereof and has no, and prior to the Operating Partnership Merger Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the transactions contemplated by this Agreement.

Organization and Qualification; Subsidiaries. The Company (a) Each of Synergy 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. Each of Synergy 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 Synergy. The Company Each of Synergy 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 Effect. The Company Effect on Synergy or its subsidiaries. (b) Synergy has made available to Parent complete and correct copies no subsidiaries except for the corporations identified in Section 3.1(b) of the Company Certificate and Company Bylaws and Synergy Disclosure Letter. Neither Synergy nor any of its subsidiaries has agreed, is obligated to make, or is bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, as of the certificate date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Synergy nor any of incorporation and bylaws its subsidiaries directly or indirectly owns 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, since July 1exchangeable 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 directorsjoint venture or other business, 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 (a) CCIT II is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of DelawareMaryland and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary CCIT II is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Company properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a CCIT II Material Adverse Effect. (eachb) Each CCIT II Subsidiary is duly organized, 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 organizational 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, in all material respects. The Company and each Company Each CCIT II 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, 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 that, individually or in the aggregate, would not reasonably be expected to have a Company CCIT II Material Adverse Effect. The Company . (c) Section 4.1(c) of the CCIT II Disclosure Letter sets forth a true and complete list of the CCIT II Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which CCIT II and the CCIT II Subsidiaries are qualified or licensed to do business, and the percentage of interest held, directly or indirectly, by CCIT II in each CCIT II Subsidiary, including a list of each CCIT II Subsidiary that is (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (d) Neither CCIT II nor any CCIT II Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the CCIT II Subsidiaries and investments in short-term investment securities). (e) CCIT II has made available to Parent GCEAR 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 CCIT II Governing Documents, which are in full force and effecteffect as of the date of this Agreement. The Company has also made available to Parent Each of the CCIT II Parties is in compliance with the terms of its CCIT II Governing Documents. True and complete and correct copies of the CCIT II Parties’ minute books of the Company and BHLbooks, as applicable, since July January 1, 20082017 have been made available by CCIT II to GCEAR. (f) CCIT II has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CCIT II Charter, 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 exemption or Excepted Holder Limit is 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) Hammer is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized Delaware 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 and, to the extent applicable, operate its properties and assets and to carry on its business as it is now being conducted. Merger Sub is a corporation duly organized, validly existing and in all material respectsgood standing under the laws of the State of Delaware and has the requisite corporate 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. The Company Each of Hammer and each Company Subsidiary Merger Sub 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, 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 that, individually or in the aggregate, would not reasonably be expected to have a Company Hammer Material Adverse Effect. (b) Each Hammer Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, 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. The Company Each Hammer Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Hammer Material Adverse Effect. (c) Section 4.1(c) of the Hammer Disclosure Letter sets forth a true and complete list of the Hammer Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, and the percentage interest held, directly or indirectly, by Hammer (or another Hammer Subsidiary) in each Hammer Subsidiary and the percentage interest in any Hammer Subsidiary held, directly or indirectly, by any Person other than Hammer or another Hammer Subsidiary. (d) Neither Hammer nor any Hammer Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the Hammer Subsidiaries and investments in short-term investment securities). (e) Hammer has made available to Parent ▇▇▇▇▇▇ complete and correct copies of the Company Certificate and Company Bylaws and Hammer Governing Documents. Hammer is in compliance with the certificate terms 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 its Hammer Governing Documents 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 documentsrespects.

Organization and Qualification; Subsidiaries. The Company Each of the Acquired Corporation 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 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 Each of the Acquired Corporation 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 could not reasonably be expected to have a Company an Acquired Corporation Material Adverse Effect. The Company has made available to Parent A true, complete and correct copies list of all of the Company Certificate and Company Bylaws Acquired Corporation’s Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary, the authorized capitalization of each Subsidiary, and the certificate percentage of incorporation and bylaws each Subsidiary’s outstanding capital stock owned by the Acquired Corporation or another Subsidiary or affiliate of the Acquired Corporation (excluding nominal qualifying directors’ share ownership information relating to the Acquired Corporation’s Subsidiaries), is set forth in Section 4.1 of the Acquired Corporation Disclosure Schedule. The Acquired Corporation does not directly or indirectly own any equity or similar organizational interest in, or governing documents of each Company 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, other than a Subsidiary disclosed in such Section 4.1, excluding securities in any publicly traded company held for investment by the Acquired Corporation 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 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 a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. (a) 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 is a whole. Section 4.1 corporation duly organized and validly existing under the Laws of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the its 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 assets and assets properties, including the Acquired Assets, and to carry on its business the 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 and, where such concept is applicable, 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 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 necessary. (b) Section 3.1(b) of the Company Certificate and Disclosure Schedule lists each of the Company’s subsidiaries (other than the Excluded Subsidiaries) (each, a “Company Bylaws and Subsidiary” and, collectively, the certificate “Company Subsidiaries”), the jurisdiction of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto the Company’s equity interest therein, and, if not directly or indirectly wholly owned by the Company, the identity and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies ownership interest of each of the minute books other owners of such Company Subsidiary. Other than as set forth on Section 3.1(b) of the Company and BHLDisclosure Schedule, since July 1the Company, 2008directly or indirectly, which contain approved minutes owns 100% of all meetings the outstanding equity interests of their respective boards each of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards the Company Subsidiaries. As 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 date hereof neither the Company nor any Company Subsidiary has agreed, is obligated to make or is bound (or has bound its property) by any written agreement or contract under which it is legally obligated to make any future investment (in the form of a loan, capital contribution or otherwise) in any other entity (other than the Company or a wholly owned Company Subsidiary). Other than the Company’s interests in the Company Subsidiaries and the Excluded Subsidiaries or as set forth in Section 3.1(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary directly or indirectly owns any equity, partnership or similar interest in any Person. All of the issued and outstanding shares of capital stock of or other equity interests in each Company Subsidiary (other than the Additional Sellers) have been duly authorized and validly issued and are fully paid and nonassessable and, except as set forth in Section 3.1(b) of the Company Disclosure Schedule, all such shares or interests owned by the Company or any Company Subsidiary are owned free and clear of all Liens. (c) The Company has delivered to Buyer a complete and correct copy of the Memorandum of Association and Articles of Association and all other organization documents of the Company as of the date of this Agreement, as well as a complete and correct copy of all similar organizational documents of each of the Company Subsidiaries (collectively, the “Formation Documents”). Such Formation Documents are in full force and effect and no other organizational documents are applicable to or binding upon the Company or any Company Subsidiary. The Company and each Company Subsidiary is not in violation in any respect of its organizational any of the provisions of the applicable Formation Documents. (d) All statutory books and registers of the Acquired Companies have been properly kept in accordance with applicable Laws and regulations. All information, resolutions and other documents with respect to each Acquired Company have been duly filed or governing documentspublished in accordance with applicable Laws and regulations.

Organization and Qualification; Subsidiaries. The -------------------------------------------- Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of DelawareNew York. Each Subsidiary of the Company (eachCompany's subsidiaries is a corporation duly organized, 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 Personincorporation. The Company and each Company Subsidiary of its subsidiaries has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, operate or lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The and, except as set forth on Section 4.1 of the Company and each Company Subsidiary Disclosure Schedule, 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 standing, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change in or effect on the business, financial condition or results of operations of the Company or any of its subsidiaries that would not have reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a Company whole; provided, however, that -------- ------- "Material Adverse EffectEffect on the Company" shall not include any change, effect, condition, event or circumstance to the extent attributable to (i) changes, effects, conditions, events or circumstances that generally affect the industries in which the Company operates, (ii) general economic conditions or change, effects, conditions or circumstances affecting the U.S. securities markets generally or (iii) changes, effects, conditions, events or circumstances arising from the announcement of the execution of this Agreement. The Company has heretofore provided or made available to Parent and the Purchaser a complete and correct copies copy of the Company Restated Certificate and Company Bylaws of Incorporation and the certificate of incorporation and bylaws By-Laws or similar comparable organizational or governing documents of documents, each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available as amended to Parent complete and correct copies of the minute books date hereof, 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 each of its organizational or governing documentsUnited States subsidiaries and has provided a complete and correct copy of the Rights Agreement as amended to the date hereof.

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. (a) The Company is a corporation duly organized, organized and validly existing and corporation 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 its jurisdiction of its incorporation or organizationincorporation, 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 with 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 conduct its business as it currently conducted. Each of the Company’s Subsidiaries is now being a duly organized and validly existing corporation or other entity in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, with all corporate or other entity power and authority to own, lease and operate its properties and assets and to conduct its business as currently conducted, in all material respects. The and each of the Company and each Company Subsidiary of its Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation or entity authorized to do business, and is in good standing, business in each jurisdiction where of the jurisdictions in which the character of the properties or and assets owned, leased or operated by it or the nature of its the business transacted by it makes such qualification, licensing or good standing necessary or desirablequalification necessary, except for such failures to be so qualifiedas would not constitute, licensed individually or in good standing that would not have the aggregate, a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies . (b) (i) Section 2.1(b) of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents Disclosure Schedule sets forth a list 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 BHLthe state or jurisdiction of its incorporation or organization. The Company, since July 1alone or together with one or more of its Subsidiaries, 2008, which contain approved minutes is the record and beneficial owner of all meetings the equity and voting interests of their respective boards each Subsidiary of directorsthe Company (collectively, committees thereof “Subsidiary Securities”), free and stockholders and clear of all actions by written consent taken without a meeting by their respective boards security interests, liens, claims, pledges, agreements, mortgages, deeds of directorstrust, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards hypothecations, encumbrances, title retention agreements, licenses, occupancy agreements, easements, encroachments, voting trust agreements, options, rights of directorsfirst offer, committees thereof and stockholders negotiation or refusal, proxies, liens with respect to all transactions referred Taxes, limitations in voting rights, charges, adverse claims or other encumbrances of any nature whatsoever, including such liens as may arise under any written or oral contract, agreement, instrument, obligation, offer, commitment, arrangement or understanding (“Liens”), including any limitation or restriction on the right to in vote, pledge or sell or otherwise dispose of such minutesSubsidiary Securities, subject except immaterial Liens (if any) relating to certain agreed redactions. Neither the shares of Subsidiaries (provided that no shares of any Subsidiary are pledged to secure indebtedness for money borrowed of the Company nor or any Company Subsidiary is in violation of its organizational or governing documentsother Person).

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.

Organization and Qualification; Subsidiaries. (a) The Company -------------------------------------------- and each Subsidiary of the Company is a corporation or other entity duly organized, validly existing and and, if such concept is applicable in its jurisdiction of organization, 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 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, in all material respectsexcept where the failure to have such power, authority or 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 businessbusiness and, and if such concept is applicable in its jurisdiction of organization, 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 desirable, except for such failures to the extent that the failure to be so qualified, qualified or licensed or in good standing that would not have a Company Material Adverse Effect. (b) A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each such Subsidiary, the percentage of the outstanding capital stock of each such Subsidiary owned by the Company and each other Subsidiary is set forth in the SEC Reports. The Company has 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. (c) Each outstanding share of capital stock of each Subsidiary is duly authorized, validly issued, fully paid and correct copies nonassessable, and each such share is owned by the Company or another Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, preemptive rights, agreements, limitations on the Company's or any such Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever ("Encumbrances") ------------ except for Encumbrances which would not have a Material Adverse Effect. (d) The Company does not have any "significant subsidiary" (within the meaning of Rule 1-02(w) of Regulation S-X under the Rules and Regulations 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 documentsExchange Act).

Organization and Qualification; Subsidiaries. The Company IVI 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 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 is in possession of or has duly made all federal, state, provincial, local and foreign governmental franchises, grants, authorizations, licences, permits, easements, consents, certificates, rights, filings, registration declarations, 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, in all material respectsexcept where the failure to have such power, authority and Approvals would not have a Material Adverse Effect. The Company Each of IVI 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 Company has made available to Parent A true and complete and correct copies list of all of IVI's subsidiaries, together with the jurisdiction of incorporation or organization of each subsidiary is set forth in Section 6.1 of the Company Certificate written disclosure schedule previously delivered by IVI to Checkmate (the "IVI Disclosure Schedule"). Except as set forth in Section 6.1 of the IVI Disclosure Schedule, IVI or one of its subsidiaries owns all of the issued and Company Bylaws and the certificate of incorporation and bylaws outstanding equity or similar organizational or governing documents securities of each Company Subsidiary IVI subsidiary. No equity or similar securities of any IVI subsidiary are or may become required to be issued by reasons of any Rights, and all amendments thereto and all such documents there are in full force and effectno Contracts by which IVI or any IVI subsidiary is bound to issue additional equity or similar securities or Rights or by which IVI or any IVI subsidiary is or may be bound to transfer any equity or similar securities of any IVI subsidiary. The Company has also made available There are no Contracts relating to Parent complete and correct copies the rights of IVI or any IVI subsidiary to vote or to dispose of any equity or similar securities of any IVI subsidiary. All of the minute books equity or similar securities of each IVI subsidiary held by IVI or another IVI subsidiary are fully paid and nonassessable under the applicable corporation Law of the Company jurisdiction in which such subsidiary is incorporated or organized and BHLare owned by IVI or an IVI subsidiary free and clear of any Lien. Except as set forth in Section 6.1 of the IVI 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 IVI nor any Company Subsidiary is in violation of its organizational IVI subsidiary directly or governing documentsindirectly owns any equity or similar interest in, or any Rights in, any corporation, partnership, joint venture or other business association or entity.

Organization and Qualification; Subsidiaries. The Company (a) DPAC is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized California and is validly existing qualified to do business and in good standing under as a foreign corporation in each jurisdiction where the Laws of properties owned, leased or operated, or the jurisdiction of its incorporation or organizationbusiness conducted, as the case may beby it require such qualification, except to the extent where the failure of any such Company Subsidiary to so qualify or be in good standing would not, individually or in the aggregate, be material is not reasonably likely to the business of the Company and the Company Subsidiaries taken as have a wholeMaterial Adverse Effect on DPAC. 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 DPAC 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, 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 except where the character of the properties failure to have such power or assets ownedauthority and governmental approvals is not reasonably likely, 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 individually or in good standing that would not the aggregate, to have a Company Material Adverse EffectEffect on DPAC. The Company DPAC has heretofore made available to Parent QuaTech a complete and correct copies copy of the Company Certificate and Company Bylaws and the certificate its articles of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary (including all amendments and all amendments thereto certificates of determination or the equivalent thereof) and all such documents bylaws, each as amended to the date hereof (the “DPAC Articles” and “DPAC Bylaws,” respectively). Such DPAC Articles and DPAC Bylaws are in full force and effect. The Company DPAC is not in violation of any provision of the DPAC Articles or DPAC Bylaws. (b) Section 2.1(b) of the DPAC Disclosure Schedule sets forth the name, jurisdiction of incorporation and authorized and outstanding capital of each Person that is a subsidiary of DPAC (for purposes of this Section 2.1(b), each a “DPAC Subsidiary”). Except for the DPAC Subsidiaries, DPAC does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any business or other Person, other than publicly traded securities constituting less than one percent of the outstanding equity of the issuing entity. Except as set forth in Section 2.1(b) of the DPAC Disclosure Schedule, all outstanding capital stock or other ownership interest of each DPAC Subsidiary is, directly or indirectly, owned (of record and beneficially) by DPAC free and clear of any liens, options or encumbrances of any kind, restrictions on transfers (other than restrictions on transfer arising under applicable securities laws), claims or charges of any kind, and is validly issued, fully paid and nonassessable, and there is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such DPAC Subsidiary to any Person except DPAC. Each DPAC Subsidiary (a) is a corporation or other entity as identified in Section 2.1(b) of the DPAC Disclosure Schedule duly organized, validly existing and in good standing under the laws of its state of organization; (b) has also all requisite power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and (c) is duly qualified or licensed to do business as a foreign corporation or other entity in good standing in every jurisdiction in which such qualification is required, except in the case of clause (c), for any failures to qualify or be licensed as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on DPAC. DPAC has made available to Parent QuaTech complete and correct copies of the minute books articles of incorporation, bylaws or similar organizational documents of each DPAC Subsidiary, as presently in effect. With respect to any exception to ownership set forth in Section 2.1(b) of the Company DPAC Disclosure Schedule, the schedule completely and BHLcorrectly identifies the record and the beneficial owner of any such shares or ownership interests, since July 1whether such record or beneficial owner is an employee, 2008agent or affiliate of DPAC, which contain approved minutes of all meetings of their respective boards of directorsand any agreement, committees thereof and stockholders and all actions by arrangement or understanding, whether written consent taken without a meeting by their respective boards of directorsor oral, 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 documentsownership.

Organization and Qualification; Subsidiaries. The Company MOJAVE SOUTHERN and its wholly owned subsidiary, Norden Associates, Inc. are each a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and they each have the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Acquisition Corp. is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized Delaware 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 assets and properties and assets and to carry on its business as it is now being conducted. MOJAVE SOUTHERN and its subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("MOJAVE SOUTHERN Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as they are now being conducted, except where the failure to have such MOJAVE SOUTHERN Approvals would not, individually or in all material respectsthe aggregate, have a Material Adverse Effect on MOJAVE SOUTHERN. The Company MOJAVE SOUTHERN and each Company Subsidiary is its subsidiaries are 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 MOJAVE SOUTHERN. The Company has made available to Parent complete Except for its ownership of Norden Associates, Inc. and correct copies Acquisition Corp., MOJAVE SOUTHERN does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity. Norden Associates and Acquisition Corp. are the only subsidiaries of MOJAVE SOUTHERN. All of the Company Certificate and Company Bylaws and the certificate outstanding shares 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 capital stock of the minute books subsidiaries of the Company MOJAVE SOUTHERN have been validly issued and BHL, since July 1, 2008, which contain approved minutes are fully paid and nonassessable and are owned free and clear of all meetings liens and free of their respective boards any other restriction (including any restriction on the right to vote, sell or otherwise dispose 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 capital stock or governing documentsother ownership interests).

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. (a) 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”b) 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 all requisite corporate or similar power and corporate 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, business in each jurisdiction where the character ownership, leasing or operation of the its 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 standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each Subsidiary of the Company (each, a “Company Subsidiary”) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all requisite corporate or organizational, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company has made available to Parent and Merger Sub accurate and complete and correct copies of the currently effective amended and restated certificate of incorporation of the Company Certificate (the “Company Certificate”) and amended and restated bylaws of the Company Bylaws (the “Company Bylaws”), and the certificate of incorporation and bylaws bylaws, or similar equivalent organizational or governing documents documents, of each Company Subsidiary Subsidiary, and all amendments thereto each of these organizational and all such governing documents are is in full force and effecteffect on the date hereof. The Company has also made available to Parent complete and correct copies of the minute books is not in violation of the Company Certificate or Company Bylaws, and BHL, since July 1, 2008, which contain approved minutes of all meetings the Company Subsidiaries are not in material violation 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. (d) Section 3.1(d) of the Company Disclosure Schedule sets forth an accurate and complete list of the Company Subsidiaries, together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws 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 its 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 Personincorporation. The Company and each Company Subsidiary has all 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 properties and assets and to carry on its business as it is now being conducted, except where the failure to be so qualified, existing and in all material respects. good standing or to have such power, authority or Approvals would not, either individually or in the aggregate, have a Material Adverse Effect. (b) The Company 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 owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate have a Material Adverse Effect. (c) Section 2.1(c) of the Company Disclosure Schedule sets forth, as of the Execution Date, a true and complete list of all of the Company's directly and indirectly owned Subsidiaries (each, a "Company Subsidiary" and collectively, the "Company Subsidiaries"), together with the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of each Company Subsidiary's outstanding capital stock or other equity or other interest owned by the Company and by any other Person. Neither the Company nor any Company Subsidiaries owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, directly or indirectly, any equity or similar interest in, any Person. (d) Each Company Subsidiary is a corporation duly incorporated or organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization and has all the requisite power and authority, and is in possession of all Approvals necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so qualified, existing and in good standing or to have such power, authority or Approvals would not, either individually or in the aggregate, have a Material Adverse Effect. (e) 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 activities makes such qualification, qualification or licensing or good standing necessary or desirablenecessary, except for such failures where the failure to be so qualifiedqualified would not, licensed individually or in good standing that would not the aggregate, 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 (a) WWT is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary jurisdiction in which it is organized and has the requisite power and authority to carry on its business as now being conducted, which such jurisdictions are set forth on SCHEDULE 4.1(A) hereto of the Company WWT Disclosure Schedules. (each, a “Company Subsidiary”b) has been WWT is duly organized qualified or licensed to do business and is validly existing and in good standing under in each jurisdiction in which the Laws of the jurisdiction nature of its incorporation business or organizationthe ownership or leasing of its properties makes such qualification or licensing necessary, as the case may be, except to the extent other than in such jurisdictions where the failure of any such Company Subsidiary to be in good standing would not, so qualified or licensed (individually or in the aggregate, ) has not had and would not reasonably be material expected to have a Material Adverse Effect on WWT. (c) WWT has delivered or made available to the business Vertex Parties complete and correct copies of its Organizational Documents, in each case as amended to the date hereof. All of the Company outstanding shares of capital stock or other ownership interests of each Subsidiary of WWT have been validly issued and are fully paid and nonassessable and owned by WWT, free and clear of all Liens, and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities Laws. (d) There are no outstanding (i) securities of WWT or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other ownership interests in any Subsidiary of WWT, or (ii) options or other rights to acquire from WWT or any of its Subsidiaries, or other obligation of WWT 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 WWT. (e) Except for ownership of less than 1% in any publicly traded company and the Company Subsidiaries taken as a wholecapital stock or other ownership interests of its Subsidiaries, WWT does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture or other entity. Section 4.1 No Subsidiary of WWT owns any shares of WWT Capital Stock. (f) SCHEDULE 3.1 of the Company WWT Disclosure Schedule contains a complete list Schedules sets forth each Subsidiary of all of the Company Subsidiaries WWT 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 (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of DelawareDelaware Law. Each Subsidiary of the Company (each, a “Company Subsidiary”) Parent 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 authority, and is in possession of all Approvals 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 Approvals, the failure of Parent to be in all material respectspossession of would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect (as defined herein). The Company Each of Parent and each Company Subsidiary Merger Sub 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 where the failure 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 Merger Sub is a newly-formed single purpose entity which has made available to Parent complete and correct copies been formed solely for the purposes of the Company Certificate Merger and Company Bylaws has not and will not carry on any business or engage in any activities other than those reasonably related to the certificate Merger. (b) Each Subsidiary 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(other than Merger Sub, 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 which Section 3.1(a) above governs) is a legal entity, duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of incorporation or organization and has all transactions referred the requisite power and authority, and is in possession of all Approvals necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Except as set forth in Section 3.1(b) of the Parent Disclosure Schedule, each such minutesSubsidiary is duly qualified or licensed as a foreign entity to do business, subject and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to certain agreed redactionsbe so qualified, licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Section 3.1(c) of the Parent Disclosure Schedule sets forth, as of the date hereof, a true and complete list of all of Parent’s directly and indirectly owned Subsidiaries, together with the jurisdiction of incorporation or organization of each such Subsidiary and the percentage of each such Subsidiary’s outstanding capital stock or other equity or other interest owned by Parent or another Subsidiary of Parent. Neither Except as set forth in Section 2.1(c) of the Company Parent Disclosure Schedule, neither Parent nor any Company Subsidiary is in violation of its organizational Subsidiaries owns any equity or governing documentssimilar interest in, or any interest convertible into or exchangeable or exercisable for, directly or indirectly, any equity or similar interest in, any Person.

Organization and Qualification; Subsidiaries. The Company (a) Each of Interwave and its Subsidiaries is a corporation duly organized, organized and validly existing and and, where applicable, in good standing 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, in all material respects. The Company Each of Interwave and each Company Subsidiary its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and and, where applicable 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, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies Effect on Interwave. (b) Section 2.1(b) of the Company Certificate and Company Bylaws and Interwave Disclosure Schedule lists each of Interwave’s subsidiaries of the certificate date hereof (the “Subsidiaries”), the jurisdiction of incorporation of each Subsidiary, and bylaws Interwave’s equity interest therein. Except as set forth in Section 2.1(b) of the Interwave Disclosure Schedule, neither Interwave nor any of its Subsidiaries has agreed, is obligated to make, or is bound by any written or oral agreement, contract, subcontract, lease, binding understanding, instrument, note, bond, mortgage, indenture, option, warranty, license, sublicense, benefit plan, obligation, commitment or binding undertaking of any nature (a “Contract”) under which it may become obligated to make any future investment in, or capital contribution to, any other entity. Except as set forth in Section 2.1(b) of the Interwave Disclosure Schedule, neither Interwave nor any of its Subsidiaries directly or indirectly owns 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, since July 1exchangeable 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 (a) Each of the Company and each 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 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, in all material respects. 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 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 could not be reasonably expected to have a Company Material Adverse Effect. The Each such jurisdiction is listed in Section 4.01(a) of the disclosure letter delivered by the Company has made available to Parent complete and correct copies on the date of the execution of this Agreement (the ‘‘Company Disclosure Letter’’). (b) Section 4.01(b) of the Company Certificate Disclosure Letter contains a true and Company Bylaws and complete list of each Subsidiary, together with the certificate jurisdiction of incorporation and bylaws or similar organizational or governing documents formation of each Company Subsidiary and all amendments thereto and all such documents are in full force and effectSubsidiary. The Company has also made available to Parent complete and correct copies outstanding Equity Interests of each of the minute books Subsidiaries are all duly and validly authorized and issued, fully paid and nonassessable. Except as set forth in Section 4.01(b) of the Company Disclosure Letter, (i) the Company and/or one or more of the Subsidiaries is the record and BHL, since July 1, 2008, which contain approved minutes beneficial owner of all meetings of their respective boards the outstanding Equity Interests and other securities of directorseach Subsidiary, committees thereof free and stockholders clear of all Taxes and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof Encumbrances 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 (ii) neither the Company nor any Company Subsidiary is in violation of its organizational directly or governing documentsindirectly owns any Equity Interest in, or any interest convertible into or exchangeable or exercisable for any Equity Interests in, any person.

Organization and Qualification; Subsidiaries. The Company Each of Tyrol -------------------------------------------- Therapeutics and each subsidiary of Tyrol Therapeutics (the "Tyrol Therapeutics Subsidiaries") is a corporation limited liability company duly organizedincorporated, 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 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 the failure to be so organized, existing or in all material respectsgood standing or to have such power, have not had, and could not reasonably be expected to have, individually or in the aggregate, a Tyrol Therapeutics Material Adverse Effect (as defined below). The Company Each of Tyrol Therapeutics and each Company Subsidiary Tyrol Therapeutics 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 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 have not have had, and could not reasonably be expected to have, individually or in the aggregate, a Company Tyrol Therapeutics Material Adverse Effect. The Company has made available term "Tyrol Therapeutics Material Adverse Effect" means any change in or effect on the business of Tyrol Therapeutics and Tyrol Therapeutics Subsidiaries that is materially adverse to Parent complete the financial condition or results of operations of Tyrol Therapeutics and correct copies Tyrol Therapeutics Subsidiaries taken as a whole, except for any such changes or effects resulting from or arising in connection with (i) this Agreement or the transactions contemplated by this Agreement or the announcement hereof, (ii) any changes in economic, regulatory or political conditions or (iii) any issue or condition otherwise known to Tyrol Therapeutics prior to the date 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 documentsthis Agreement.

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) REIT I is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of DelawareMaryland and has the requisite corporate 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 REIT I is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Company properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a REIT I Material Adverse Effect. (eachb) Each REIT I Subsidiary is duly organized, 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 organizational 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, in all material respects. The Company and each Company Each REIT I 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, 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 that, individually or in the aggregate, would not reasonably be expected to have a Company REIT I Material Adverse Effect. The Company . (c) Section 4.1(c) of the REIT I Disclosure Letter sets forth a true and complete list of the REIT I Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which REIT I and the REIT I Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by REIT I in each REIT I Subsidiary, including a list of each REIT I Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each, a “Taxable REIT Subsidiary”) and each REIT I Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (d) Neither REIT I nor any REIT I Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the REIT I Subsidiaries and investments in short-term investment securities). (e) REIT I has made available to Parent REIT II complete and correct copies of the Company Certificate and Company Bylaws REIT I Governing Documents. Each of REIT I and the certificate REIT I Operating Partnership is in compliance with the terms 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 its REIT I Governing Documents in all material respects all actions respects. True and complete copies of REIT I’s and the REIT I Operating Partnership’s minute books, as applicable, have been made available by their respective boards of directorsREIT I to REIT II. (f) REIT I has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the REIT I Charter, committees thereof and stockholders with respect to all transactions referred to which exemption or Excepted Holder Limit is currently 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 (a) Each of the Company and each subsidiary of the Company (each a "Subsidiary") 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 good standing or to have such power, authority and governmental approvals are not reasonably likely to prevent or materially delay consummation of the Merger or any of the transactions contemplated by this Agreement or the Stockholders' Agreement (collectively, the "Transactions") or otherwise prevent or materially delay the Company from performing its material respectsobligations under this Agreement or the Stockholders' Agreement and are not reasonably likely 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 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 as are not have reasonably likely to prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its material obligations under this Agreement or the Stockholders' Agreement and are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (b) A true and complete list of all the Subsidiaries, together with the jurisdiction of organization of each Subsidiary and the percentage of the outstanding capital stock or other equity interests of each Subsidiary owned by the Company and each other Subsidiary, is set forth in Section 5.01(b) of the Company Disclosure Schedule. 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 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, other than the equity interest that it owns in each Subsidiary. (c) Each Subsidiary that is material to the business, 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 operations of the Company and BHL, since July 1, 2008, which contain approved minutes the Subsidiaries taken as a whole is so identified in Section 5.01(c) of all meetings of their respective boards of directors, committees thereof the Company Disclosure Schedule 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 is 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 documentsherein as a "Material Subsidiary".

Organization and Qualification; Subsidiaries. The Company (a) Each of Callisto 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. Each of Callisto and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“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 Callisto or its subsidiaries . The Company Each of Callisto 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 Effect. The Company Effect on Callisto or its subsidiaries . (b) Callisto has made available to Parent complete and correct copies no subsidiaries except for the entities identified in Section 2.1(b) of the Company Certificate and Company Bylaws and Callisto Disclosure Letter. Neither Callisto nor any of its subsidiaries has agreed, is obligated to make, or is bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, as of the certificate date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Callisto nor any of incorporation and bylaws its subsidiaries directly or indirectly owns 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, since July 1exchangeable 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 directorsjoint venture or other business, 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 and each of its Subsidiaries is a corporation or other legal 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 jurisdiction in which it is incorporated or 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 of 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) would not reasonably be expected to have a Company Material Adverse EffectEffect (as hereinafter defined) on the Company. Section 4.01 of the Company Disclosure Memorandum lists each Subsidiary of the Company. Unless the context otherwise requires, when used herein "Subsidiary" refers to each Subsidiary of the Company. The Company has made available to Parent complete and correct copies of the Company Certificate and Company Bylaws and the its certificate of incorporation and bylaws and the certificates of incorporation and bylaws (or similar organizational comparable documents for any other legal entity) of its Subsidiaries, in each case as amended to the date hereof. All of the outstanding shares of capital stock or governing documents other ownership interests of each Company such Subsidiary have been validly issued and all amendments thereto are duly authorized, fully paid and all such documents nonassessable and are in full force and effect. The Company has also made available to Parent complete and correct copies of owned by the minute books Company, by a wholly-owned Subsidiary of the Company or by the Company and BHLone or more wholly-owned Subsidiaries, since July 1in each case, 2008, which contain approved minutes 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. Other than ownership of directorsthe capital stock or other ownership interests of its Subsidiaries, committees thereof and stockholders and accurately reflect the Company does not own, directly or indirectly, any capital stock or other ownership interest in all material respects all actions by their respective boards of directorsany corporation, committees thereof and stockholders with respect to all transactions referred to in such minutespartnership, subject to certain agreed redactionsjoint venture or other entity. Neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to make any loan, capital contribution, investment or similar expenditure to or in any Person, except for loans, capital contributions, investments or similar expenditures by the Company or any Company Subsidiary is in violation to any Company Subsidiary. Except as provided by applicable Law, there are no restrictions of its organizational or governing documentsany kind which prevent the payment of dividends by any Subsidiary.

Organization and Qualification; Subsidiaries. (a) The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted. The Company is duly licensed and qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties makes such qualification necessary, except where the failure to be so licensed or qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a corporation Material Adverse Effect. The Company is not a licensed insurance company and is not domiciled or “commercially domiciled” in any state or jurisdiction for insurance regulatory purposes. (b) Each of the Transferred Subsidiaries is 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 in which it is organized or formed (as applicable) and has full corporate or organizational (as applicable) power and authority to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted. Each of the Transferred Subsidiaries is duly licensed and qualified to do business in each jurisdiction where the nature of its incorporation business or organization, as the case may beits ownership or leasing of its properties makes such qualification necessary, except to the extent where the failure of any such Company Subsidiary to be in good standing so licensed or qualified has not had and would notnot reasonably be expected to have, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a wholeMaterial Adverse Effect. Section 4.1 3.01(b) of the Company Disclosure Schedule contains a complete list lists each of all the Transferred Subsidiaries and (i) its jurisdiction of organization or formation (as applicable) and (ii) any state or jurisdiction where it is domiciled or “commercially domiciled” for insurance regulatory purposes. Except as set forth in Section 3.01(b) of the Company Subsidiaries as of Disclosure Schedule, the date of this Agreement, identifying Company does not have any Subsidiary other than the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the Transferred Subsidiaries. All outstanding Equity Interests of each such Company Subsidiary of the Transferred Subsidiaries have been validly issued and fully paid and are non-assessable and free and clear of any Liens, other than Permitted Liens, and were not issued in violation of any preemptive or subscription rights, and each of the Transferred Subsidiaries is wholly-owned by the Company, each other Company Subsidiary directly or indirectly (through one or more Transferred Subsidiaries). Except as set forth in the immediately preceding sentence 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 Section 3.01(b) of the Company Certificate and Disclosure Schedule, the Company Bylaws and does not own, directly or indirectly, any Equity Interests in, or any Indebtedness of, any Person (other than Investment Assets in 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 effectordinary course). The Company has also made available to Parent complete and correct copies of the minute books Except as set forth on Section 3.01(b) 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.Disclosure

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 Delaware. Each Subsidiary of the Company (eachSubsidiaries of Parent is a corporation or other business entity duly organized, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws laws of the its 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 of Parent and its Subsidiaries has the requisite corporate or similar organizational power and authority and all necessary approvals from Governmental Entities to own, operate or 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 its properties or assets owned, operated or leased or operated by it or the nature of its business activities makes such qualification, licensing or good standing necessary or desirablequalification necessary, except for such failures as would not, in the aggregate, have, or reasonably be expected to have, a Parent Material Adverse Effect (as defined in Section 9.3). (b) Except as disclosed in the Parent SEC Reports (as defined in Section 4.6) filed prior to the date hereof, and except as would not, in the aggregate, have, or reasonably be so qualifiedexpected to have, licensed or in good standing that would not have a Company Parent Material Adverse Effect. The Company has made available to Parent complete and correct copies , (i) all of the Company Certificate outstanding shares of capital stock 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 other equity securities) of the minute books Subsidiaries of Parent are owned, directly or indirectly, by Parent free and clear of all liens, pledges, security interests, or other encumbrances, (ii) all of the Company outstanding shares of capital stock or other equity securities of the Subsidiaries of Parent have been validly issued and BHLare fully paid and nonassessable, since July 1(iii) there are no subscriptions, 2008options, which contain approved minutes warrants, calls, commitments, agreements, conversion rights or other rights 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 any character (contingent or otherwise) entitling any person to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor purchase or otherwise acquire from Parent or any Company Subsidiary is in violation of its organizational Subsidiaries at any time, or governing documentsupon the happening of any stated event, any shares of capital stock or other equity securities of any of the Subsidiaries of Parent and there are no outstanding obligations, contingent or otherwise, of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities, or any securities convertible, exchangeable or exercisable for or into shares of capital stock or other equity securities, of any Subsidiary of -29- 39 Parent. There are no outstanding obligations, contingent or otherwise, of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities, or any securities convertible, exchangeable or exercisable for or into, shares of capital stock or other equity securities of any Subsidiary of Parent.

Organization and Qualification; Subsidiaries. The Company (a) CCIT II is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of DelawareMaryland and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary CCIT II is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Company properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a CCIT II Material Adverse Effect. (eachb) Each CCIT II Subsidiary is duly organized, 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 organizational 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, in all material respects. The Company and each Company Each CCIT II 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, 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 that, individually or in the aggregate, would not reasonably be expected to have a Company CCIT II Material Adverse Effect. The Company . (c) Section 4.1(c) of the CCIT II Disclosure Letter sets forth a true and complete list of the CCIT II Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which CCIT II and the CCIT II Subsidiaries are qualified or licensed to do business, and the percentage of interest held, directly or indirectly, by CCIT II in each CCIT II Subsidiary, including a list of each CCIT II Subsidiary that is (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (d) Neither CCIT II nor any CCIT II Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the CCIT II Subsidiaries and investments in short-term investment securities). (e) CCIT II has made available to Parent CMFT 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 CCIT II Governing Documents, which are in full force and effecteffect as of the date of this Agreement. The Company has also Each of CCIT II and the CCIT II Operating Partnership is in compliance with the terms of its CCIT II Governing Documents. True and complete copies of CCIT II’s and the CCIT II Operating Partnership’s minute books, as applicable, since January 1, 2017 have been made available by CCIT II to Parent complete and correct copies of CMFT. (f) CCIT II has not exempted any “Person” from the minute books of “Aggregate Share Ownership Limit” or the Company and BHL, since July 1, 2008“Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CCIT II Charter, 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 exemption or Excepted Holder Limit is 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. (a) The Company is a corporation duly organized, validly existing and and, to the extent such concept is 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 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. Each Company Subsidiary is a corporation or other organization duly organized, validly existing and, to the extent such concept is applicable, in all material respectsgood standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate or other organizational power to carry on its business as it is now being conducted. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization 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 individually or in the aggregate be expected to have a Company Material Adverse Effect. The . (b) A true and complete list of all the Company has made available to Parent complete Subsidiaries, together with the jurisdiction of incorporation of each Company Subsidiary, its authorized shares or other equity interests, number of issued and correct copies outstanding shares or other equity interests, the record holders thereof, and the percentage of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents outstanding capital stock of each Company Subsidiary owed by the Company and all amendments thereto each other Company Subsidiary, is set forth in Section 4.01(b) of the Company Disclosure Schedule. Except for the Company Subsidiaries, the Company does not directly or indirectly own, and all such has never owned, any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity. Articles of Incorporation and Bylaws. (c) The Company has prior to the date of this Agreement made available to R▇▇▇ a complete and correct copy of the articles of incorporation and the bylaws or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary. Such articles of incorporation, bylaws or equivalent organizational 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. (a) The Company is a company duly organized, validly existing and in good standing under the laws of the State of Wisconsin and a registered bank holding company under the BHCA. Each subsidiary of the Company (a "Company Subsidiary" or, collectively, "Company Subsidiaries") is a bank or a corporation duly organized, validly existing and in good standing under the Laws laws of the State state of Delawareits incorporation or the United States of America. Each Subsidiary of the Company and the Company Subsidiaries have the requisite corporate power and authority and are in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (each"Company Approvals") necessary to own, a “Company Subsidiary”) lease and operate their respective properties and to carry on their respective business as now being conducted, including appropriate authorizations from the Federal Reserve Board, the FDIC, the DFI or the OCC and neither Seller nor any Seller Subsidiary has been duly organized and is validly received any notice of proceedings relating to the revocation or modification of any Seller Approvals, except in each case 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 beauthority, except to the extent the failure of any such Company Subsidiary to be in good standing Approvals and revocations or modifications would not, individually or in the aggregate, be material to the business of have a Material Adverse Effect on the Company and the Company Subsidiaries 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. . (b) 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 not, either individually or in the aggregate, have a Company Material Adverse Effect. The Effect on the Company has made available to Parent and the Company Subsidiaries, taken as a whole. (c) A true and complete and correct copies list of all of the Company Certificate and Subsidiaries is set forth in Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996 ("Exhibit 21") previously delivered to Seller. Except as set forth in the Company Bylaws and Disclosure Schedule, the certificate of incorporation and bylaws Company and/or one 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 more of the Company Subsidiaries owns beneficially and BHL, since July 1, 2008, which contain approved minutes of record substantially all meetings of their respective boards the outstanding shares of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards capital stock of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards each 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 Subsidiaries. Except for the Company Subsidiaries, set forth on said Exhibit 21, the Company does not directly or indirectly own any Company Subsidiary is equity or similar interests in, or any interests convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business, other than in violation the ordinary course of its organizational or governing documentsbusiness, and in no event in excess of 5% of the outstanding equity securities 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, 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 Company (a) Each Seller 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 applicable) under the failure laws of any such Company Subsidiary to be in good standing would notthe state of its formation, individually incorporation or in the aggregateequivalent, be material and has, subject to the business of necessary authorization from the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of Bankruptcy Court, 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 organizational power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets now owned, operated or leased by it and to carry on conduct its business as it is now currently being conducted, in all material respects. The Company and each Company Subsidiary Each Seller is duly qualified or licensed and in good standing to do business 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 ownership, leasing or operation of its properties or assets makes such qualification, licensing or good standing necessary or desirablequalification necessary, except for such failures where the failure to be so qualified, licensed qualified or in good standing that would not have a Company Material Adverse Effectresult in material Liabilities to such Seller. None of the Sellers own, directly or indirectly, any equity interests of any Person other than equity interests of another Seller. (b) The Company or another Seller has made available to Parent the Buyer true and complete and correct copies of the Company Certificate and Company Bylaws and the certificate 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 Seller as currently in full force and effect. The Company has also made available to Parent complete and correct copies . (c) As of the minute books Closing, (i) the equity interests of the Company Reorganized RentPath will have been duly authorized and BHLvalidly issued, since July 1fully paid and nonassessable and free and clear of any Liens and will not have been issued in violation of any applicable Law or right of any Person, 2008including any preemptive rights or other restriction pursuant to any Contract or otherwise, which contain approved minutes (ii) there will be no options, warrants or rights of all meetings of their respective boards of directorsconversion, committees thereof exercise, exchange or other similar rights, Contracts or other agreements, arrangements or commitments obligating Reorganized RentPath to repurchase, redeem, acquire, issue or sell any securities, including any equity interests or any phantom equity rights, preferred interests or securities convertible or exercisable into or exchangeable for any other securities or equity interests, and stockholders and all actions by written consent taken without a meeting by their respective boards of directors(iii) there will be no voting trusts, committees thereof and stockholders and accurately reflect equityholder agreements, proxies or other arrangements or agreements in all material respects all actions by their respective boards of directors, committees thereof and stockholders effect 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 voting or transfer of its organizational or governing documentsthe equity interests of Reorganized RentPath.

Organization and Qualification; Subsidiaries. The (a) 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 respectswhich such jurisdictions are set forth on Schedule 3.1(a) hereto of Disclosure Schedules. The Company has properly elected to be treated, and each has qualified for treatment, as an S corporation, within the meaning of Section 1361 of the Code, from its inception and will continue to so qualify and be treated through the date of the Merger. (b) Each of the Company Subsidiary and 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. . (c) The Company has made available delivered to Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate its articles of incorporation and bylaws and the articles or similar organizational certificates of incorporation and bylaws (or governing documents comparable charter documents) of its Subsidiaries, in each case as amended to the date hereof. All of the outstanding shares of capital stock or other ownership 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 have been validly issued and BHLare fully paid and nonassessable and owned by the Company, since July 1, 2008, which contain approved minutes free and clear of all meetings Liens, and free of their respective boards any restriction on the right to vote, sell or otherwise dispose of directorssuch capital stock or other ownership interests, committees thereof except for restrictions imposed by applicable securities Laws. (d) There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable 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. (e) Except for ownership of less than 1% in any publicly traded company and stockholders and all actions by written consent taken without a meeting by their respective boards the capital stock or other ownership interests of directorsits Subsidiaries, committees thereof and stockholders and accurately reflect the Company does not own, directly or indirectly, any capital stock or other ownership interest in all material respects all actions by their respective boards any corporation, partnership, joint venture or other entity. No Subsidiary of directorsthe Company owns any shares of Company Common Stock. (f) Schedule 3.1 of the Disclosure Schedules sets forth each Subsidiary of the Company. As used in this Agreement, committees thereof and stockholders the term “Subsidiary”, with respect to all transactions referred 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 in vote for the election of the Board of Directors or other governing body of such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational corporation or governing documentsother legal entity.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of DelawareMichigan. Each Subsidiary of the The Company (eachhas all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified or otherwise authorized as a “Company Subsidiary”) has been duly organized foreign corporation to do business and is in good standing (or the equivalent thereof), in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing has not had or would not have a Company Material Adverse Effect. (b) Each Company Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing (or the equivalent thereof) under the Laws of the jurisdiction of its incorporation or organization. Each Company Subsidiary has all requisite corporate or other legal entity, 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 except where the character of the properties or assets owned, leased or operated by it or the nature of its business makes failure to have such qualification, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed or in good standing that power and authority would not have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or otherwise authorized as a foreign corporation or limited liability company to do business and is in good standing (or the equivalent thereof), in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect. (c) Section 3.01(c) of the Company Disclosure Letter lists all of the Company Subsidiaries and any other joint ventures, partnerships or similar arrangements in which the Company or any Company Subsidiary has a limited liability, partnership or other equity interest (or any other security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any interest in any such person, or any contractual arrangement that approximates any such relationship) and the amount and percentage of any such interest, and the amount and percentage that any other person holds in such person. The Company does not directly or indirectly control or own any capital stock of, or other voting securities or equity or similar interests, or investment, or have any obligation to invest, in any person which is not listed on Section 3.01(c) of the Company Disclosure Letter. Neither the Company nor any “significant subsidiary” of the Company, within the meaning of Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act, has, since January 1, 2017, filed for bankruptcy or filed for reorganization under the U.S. federal bankruptcy Laws or similar state or federal Law, become insolvent (considered together with the Company and the other Company Subsidiaries) or become subject to conservatorship or receivership. (d) The Company has made available to Parent prior to the date of this Agreement true and complete copies of (i) the Third Amended and correct copies Restated Articles of Incorporation of the Company Certificate (the “Company Charter”) and (ii) the Bylaws of the Company Bylaws (the “Company Bylaws,” and collectively with the Company Charter, the “Company Organizational Documents”), and the certificate Organizational Documents for each Company Subsidiary, in each case, as amended through the date of incorporation this Agreement. Each of the Company Organizational Documents and bylaws or similar organizational or governing documents of the Organizational Documents for 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 neither the Company nor any Company Subsidiary is in violation of its organizational or governing any of the applicable provisions of such documents.

Organization and Qualification; Subsidiaries. The Company (a) Each of ITK and each subsidiary of ITK (each an "ITK SUBSIDIARY") is a corporation duly organized, validly existing and and, in the case of any ITK Subsidiary organized in the United States, is 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 incorporation. Each 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 ITK and the Company ITK 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 permits, licenses and 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 have such power, authority, permits, licenses and approvals would not, individually or in all material respectsthe aggregate, have a Material Adverse Effect on ITK. The Company ITK and each Company ITK 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 EffectEffect on ITK. (b) ITK DISCLOSURE SCHEDULE 5.1 contains a list of all the ITK Subsidiaries. The Company has made available Except for such subsidiaries or as set forth in ITK DISCLOSURE SCHEDULE 5.1, ITK does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock, options, warrants or other rights to Parent complete purchase capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Except as set forth in ITK DISCLOSURE SCHEDULE 5.1, all of the outstanding shares of capital stock of each of the ITK Subsidiaries are, in the case of registered shares, owned beneficially and of record, and in the case of bearer shares, owned, by ITK, one of its other subsidiaries, or any combination of ITK and one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or otherwise) pursuant to which any of the ITK Subsidiaries is or may become obligated to issue any shares of its capital stock to any person other than ITK or one of the other ITK Subsidiaries. True and correct copies of the Company Certificate and Company Bylaws and the certificate stock certificates representing all outstanding shares of incorporation and bylaws or similar organizational or governing documents capital stock of each Company Subsidiary and all amendments thereto and all such documents ITK Telekommunikation AG which are in full force and effect. The Company has also made available represented by stock certificates have been heretofore delivered 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 documentsDigi.

Organization and Qualification; Subsidiaries. The Company (a) REIT I is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized Maryland 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 and, to the extent applicable, 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 REIT I 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, 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 that, individually or in the aggregate, would not reasonably be expected to have a Company REIT I Material Adverse Effect. (b) Each REIT I Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, 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. The Company Each REIT I Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a REIT I Material Adverse Effect. (c) Section 4.1(c) of the REIT I Disclosure Letter sets forth a true and complete list of the REIT I Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which REIT I and the REIT I Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by REIT I in each REIT I Subsidiary, including a list of each REIT I Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (each, a “Taxable REIT Subsidiary”) and each REIT I Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (d) Except as set forth in Section 4.1(d) of the REIT I Disclosure Letter, neither REIT I nor any REIT I Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the REIT I Subsidiaries and investments in short-term investment securities). (e) REIT I has made available to Parent REIT II complete and correct copies of the Company Certificate REIT I Governing Documents. Each of REIT I and Company Bylaws and REIT I Operating Partnership is in compliance with the certificate terms 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 its REIT I Governing Documents in all material respects all actions respects. True and complete copies of REIT I’s minute book have been made available by their respective boards of directorsREIT I to REIT II. (f) REIT I has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the REIT I Charter, committees thereof and stockholders with respect to all transactions referred to which exemption or Excepted Holder Limit is currently 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 (a) Company has no Subsidiaries, except for the Entities identified in Section 2.1(a)(i) of the Company Disclosure Schedule; and neither Company nor any of the other Entities identified in Section 2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Section 2.1(a)(ii) of the Company Disclosure Schedule. (Company and its Subsidiaries are referred to in this Agreement collectively as the "ACQUIRED CORPORATIONS".) Each of the Acquired Corporations 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 and has all necessary power and authority: (i) to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or conduct its business in the aggregate, be material manner in which its business is currently being conducted; (ii) to own and use its assets in the business manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (b) None of the Company and the Company Subsidiaries taken as a wholeAcquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Section 4.1 None of the Company Disclosure Schedule contains Acquired Corporations has, at any time, been a complete list general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. None of the Acquired Corporations directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any Entity. (c) Each of the Acquired Corporations is in possession 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 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 have such Approvals would not, individually or in all material respects. The Company and each Company Subsidiary the aggregate, have a Material Adverse Effect on Company. (d) Each of the Acquired Corporations is duly qualified or licensed to do business as a foreign corporation to do businesscorporation, and is in good standing, in each jurisdiction under the laws of all jurisdictions where the character of the properties or assets owned, leased or operated by it or the nature of its business makes requires 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 . (e) None of the Company Certificate and Company Bylaws and Acquired Corporations (i) is subject to tax or filing requirements under the certificate of incorporation and bylaws United States Code 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 state tax legislation of the minute books United States of America, (ii) is required to make any filings under the Company and BHLUnited States Code or any state tax legislation, since July 1(iii) has any employees in the United States of America, 2008, or (iv) otherwise carries on business in a manner 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, would make it subject to certain agreed redactions. Neither any requirements of United States laws insofar as any labor matters, ERISA matters or matters relating to the Company nor any Company Subsidiary is in violation of its organizational United States Code or governing documentsstate tax legislation are concerned.

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 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 (as defined below). The Except as disclosed in Section 2.01 of the written disclosure schedule previously delivered by the Company and each to the Parent (the "Company Subsidiary Disclosure Schedule"), the Company 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. Except as disclosed in Section 2.01 of the Company 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, 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 invested (and currently owns) or is required to invest $100,000 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. (b) The Company has made available no subsidiaries. (c) When used in connection with the Company or Guarantor or any of its subsidiaries, as the case may be, the term "Material Adverse Effect" means any change, effect or circumstance that is or is reasonably likely to Parent complete and correct copies be materially adverse to the business, assets (including intangible assets), financial condition or results of operations of the Company Certificate or Guarantor and Company Bylaws its subsidiaries, as the case may be, in each case taken as a whole; provided, however, that the following shall be excluded from the definition of "Material Adverse Effect" and from any determination as to whether a Material Adverse Effect has occurred or may occur: changes, effects or circumstances, that are applicable to (A) the healthcare or medical device industries generally, (B) the United States securities markets generally, (C) changes or disruptions resulting from the announcement of the execution of this Agreement 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 proposed consummation of the minute books transactions contemplated by this Agreement, including without limitation, impacts on distributors, license partners, employees or consultants, other than the loss of one or more customers which, individually or in the aggregate, accounted for more than 20% of the sales of the Company in the most recent fiscal year (collectively, without giving effect to the qualifications regarding loss of more than 20% of sales, "Transaction Changes"), and BHL(D) changes in economic, 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 regulatory or governing documentspolitical conditions generally.

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 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 and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to --------- own, operate or organization, lease and to carry on its business as the case may beit is now being conducted, except to the extent where the failure of any to have such Company Subsidiary to be in good standing Approvals would not, individually or in the aggregate, be material to the business Company. Each 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 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 have a Company Material Adverse Effect. The not, either individually or in the aggregate, be material to the Company. (b) Company has made available to Parent complete and correct copies no subsidiaries except for the corporations identified in Section 2.1(b) of the Company Certificate and Disclosure Letter. Neither the -------------- Company Bylaws and the certificate nor any of incorporation and bylaws its subsidiaries has agreed, is obligated to make, or similar organizational is bound by, any written, oral or governing documents other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking 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 nature, as of the minute books of the Company and BHLdate hereof or as may hereafter be in effect under which it may become obligated to make, 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 any future investment in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect or capital contribution to all transactions referred to in such minutes, subject to certain agreed redactionsany other entity. 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, 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 (a) Each of the Company and its subsidiaries is a corporation or legal entity duly organizedorganized or formed, validly existing and in good standing standing, under the Laws 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 its jurisdiction of its incorporation organization 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 corporate, partnership or similar limited liability company 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 have such power, authority and governmental approvals would not reasonably be expected to have, individually or in all material respectsthe aggregate, 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 in which 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 as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The . (b) Section 4.1(b) of the Company has made available to Parent Disclosure Schedule sets forth a complete and correct copies list of each subsidiary of the Company. Section 4.1(b) of the Company Certificate Disclosure Schedule also sets forth the jurisdiction of organization and percentage of outstanding equity or voting interests (including partnership interests and limited liability company interests) owned by the Company Bylaws or its subsidiaries of each of the Company's subsidiaries, and the certificate identity of incorporation such owners of outstanding equity or voting interests. All equity or voting interests (including partnership interests 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 limited liability company interests) of the minute books Company's subsidiaries held by the Company or any of its other subsidiaries have been duly and validly authorized and are validly issued, fully paid and non-assessable. All such equity or voting interests owned by the Company or its subsidiaries are free and clear of any Liens. (c) Except as set forth in Section 4.1(c) 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 in violation of its organizational subsidiaries owns any shares of capital stock or governing documentsother equity or voting interests in (including any securities exercisable or exchangeable for or convertible into capital stock or other equity or voting interests in) any other person.

Organization and Qualification; Subsidiaries. The Company (a) Each of ECC and its subsidiaries is a corporation or legal entity duly organizedorganized or formed, validly existing and in good standing standing, under the Laws 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 its jurisdiction of its incorporation organization 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 corporate, partnership or similar limited liability company 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 the Business as it is now being conducted, except where the failure to have such power, authority and governmental approvals would not reasonably be expected to have, individually or in all the aggregate, a material respectsadverse effect on the Business. The Company Each of ECC 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 in which the character of the properties or assets owned, leased or operated by it or the nature of its business 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 as would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Business. (b) Section 3.7(b) of the Company Material Adverse Effect. The Company has made available to Parent Disclosure Schedule sets forth a complete and correct copies structure chart of ECC and its subsidiaries (other than entities with no material liabilities and no material assets or operations), including the Company Certificate jurisdiction of organization and Company Bylaws percentage of outstanding equity or voting interests (including partnership interests and limited liability company interests) owned by ECC or its subsidiaries of each of ECC’s subsidiaries, and the certificate identity of incorporation such owners of outstanding equity or voting interests. All equity or voting interests (including partnership interests and bylaws limited liability company interests) of ECC’s subsidiaries held by ECC 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 other subsidiaries have been duly and validly authorized and are validly issued, fully paid and non-assessable. All such equity or governing documentsvoting interests owned by ECC or its subsidiaries are free and clear of any Liens (other than Liens under the Credit Agreement and Liens permitted thereunder (“Permitted Liens”).

Organization and Qualification; Subsidiaries. The Company and -------------------------------------------- each of its Subsidiaries (as hereinafter defined) 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 state 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 all requisite corporate or similar power and corporate 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, conducted 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 of the properties or assets owned, leased or operated operated, or the business conducted, by it or the nature of its business makes require such qualification, licensing or good standing necessary or desirable, except for such failures qualification and where failure to be so qualified, licensed or in good standing that or to so qualify would not have a Company Material Adverse EffectEffect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any effect, event, occurrence, change or state of facts that, individually or aggregated with other effects, events, occurrences, changes or states of facts, is, or is reasonably likely to be, materially adverse to (i) the assets, liabilities, business, property, operations, condition as a whole (financial or otherwise) of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations under this Agreement. The Company has heretofore made available to Parent Purchaser a complete and correct copies copy of its Articles of Incorporation, as amended, and By-Laws. The following is a list of every corporation, limited liability company, partnership or other business organization or entity of which the Company owns either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) or otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the Company Certificate and Company Bylaws and the certificate board of incorporation and bylaws directors or similar organizational or governing documents body of each Company Subsidiary such entity (the "Subsidiaries"): ICS Technologies, Inc., ICST, Inc., Integrated Circuit Systems PTE Ltd. 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 BHLMicroClock, 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.Inc.

Organization and Qualification; Subsidiaries. The Company Checkmate 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 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 is in possession of or has duly made 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, in all material respectsexcept where the failure to have such power, authority and Approvals would not have a Material Adverse Effect. The Company Each of Checkmate 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 Company has made available to Parent A true and complete and correct copies list of all of Checkmate's subsidiaries, together with the jurisdiction of incorporation or organization of each subsidiary is set forth in Section 7.1 of the Company Certificate written disclosure schedule previously delivered by Checkmate to IVI (the "Checkmate Disclosure Schedule"). Except as set forth in Section 7.1 of the Checkmate Disclosure Schedule, Checkmate or one of its subsidiaries owns all of the issued and Company Bylaws and the certificate of incorporation and bylaws outstanding equity or similar organizational or governing documents securities of each Company Subsidiary Checkmate subsidiary. No equity or similar securities of any Checkmate subsidiary are or may become required to be issued by reason of any Rights, and all amendments thereto and all such documents there are in full force and effectno Contracts by which Checkmate or any Checkmate subsidiary is bound to issue additional equity or similar securities or Rights or by which Checkmate or any Checkmate subsidiary is or may be bound to transfer any equity or similar securities of any Checkmate subsidiary. The Company has also made available There are no Contracts relating to Parent complete and correct copies the rights of Checkmate or any Checkmate subsidiary to vote or to dispose of any equity or similar securities of any Checkmate subsidiary. All of the minute books equity or similar securities of each Checkmate subsidiary held by Checkmate or another Checkmate subsidiary are fully paid and nonassessable under the applicable corporation Law of the Company jurisdiction in which such subsidiary is incorporated or organized and BHLare owned by Checkmate or a Checkmate subsidiary free and clear of any Lien. Except as set forth in Section 7.1 of the Checkmate 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 Checkmate nor any Company Subsidiary is in violation of its organizational Checkmate subsidiary directly or governing documentsindirectly owns any equity or similar interest in, or any Rights in, any corporation, partnership, joint venture or other business association or entity.

Organization and Qualification; Subsidiaries. (A) The Company is duly organized and validly existing as a corporation duly organized, validly existing and in good standing under the Laws laws of Texas, with 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 in the manner in which such business is now being conducted and as proposed to be conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do transact business, and is in good standing, as a foreign corporation in each jurisdiction in the United States where the character of its activities requires such qualification, and each such jurisdiction of qualification is listed in SCHEDULE 3.1 (A) hereto. True and complete copies of the Articles of Incorporation, or other charter documents, and Bylaws of the Company in effect on the date hereof have been delivered to Acquiror in SCHEDULE 3.1(A). (B) Each corporation, of which, directly or indirectly, a majority of all outstanding shares of capital stock the holders of which are ordinarily and generally entitled to vote for the election of a majority of the members of the board of directors thereof and which are owned by the Company (individually, a "Subsidiary," and collectively, the "Subsidiaries"), is set forth on SCHEDULE 3.1(B) hereto. Except as described in SCHEDULE 3.1(B), all of the outstanding shares of capital stock and other ownership interests of the Subsidiaries are owned, directly or indirectly, by the Company, and are duly and validly issued and outstanding, fully paid and nonassessable, and were not issued in violation of, and are not subject to, preemptive rights. None of the shares or other ownership interests of the Subsidiaries owned or held by the Company, directly or indirectly, is subject to any mortgage, pledge, lien, security interest, encumbrance, restriction, charge or claim of any kind. Except as disclosed in SCHEDULE 3.1(B) hereto, no Subsidiary has outstanding any shares of capital stock or other ownership interests or any securities convertible into or exchangeable or exercisable for any shares of its capital stock or other ownership interests, nor are there outstanding any options, warrants, rights, calls, contracts, commitments, understandings, CORPDAL:61883.1 26059-00014 5 arrangements or claims of any character by which the Company or any of its Subsidiaries is or may become bound to issue, transfer or sell, repurchase or otherwise acquire or retire any shares of capital stock or other ownership interests of any Subsidiary or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any such shares or ownership interests. Each of the Subsidiaries is duly organized and validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, each with the corporate power to own, lease and operate its respective properties and assets and to carry on its respective business in the manner in which such business is now being conducted and as proposed to be conducted. Each Subsidiary is duly qualified to transact business, and each is in good standing, as a foreign corporation 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 Subsidiary's activities requires such qualification, licensing or good standing necessary or desirable, except and each such jurisdiction of qualification 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 listed in violation of its organizational or governing documentsSCHEDULE 3.1(B) hereto.

Organization and Qualification; Subsidiaries. The (a) Each of 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 assets and properties and assets and to carry on its business as it is now being conducted, except where the failure to do so would not, individually, or in the aggregate, have a Material Adverse Effect. Each of Company and its subsidiaries is in possession of all material respectsfranchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("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 the aggregate, have a Material Adverse Effect on Company. (b) Company has no subsidiaries except for the corporations identified in Section 2.1(b) of the Company Schedule. The Neither Company nor any of its subsidiaries has agreed nor is obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "CONTRACT") under which it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity. (c) Company and each Company Subsidiary of its subsidiaries is duly qualified or licensed to do business as a foreign corporation to do businesscorporation, and is in good standing, in each jurisdiction under the laws of all jurisdictions where the character of the properties or assets owned, leased or operated by it or the nature of its their business makes requires such qualification, licensing or good standing necessary or desirable, except for such failures qualification and where the failure to be so qualified, licensed or in good standing that qualify would not have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of Effect (as defined in Section 8.3) on 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 documentsCompany.

Organization and Qualification; Subsidiaries. The (a) 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 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 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. Each Subsidiary of Company (a 'Company Subsidiary') has been duly organized and is validly existing and in 'good standing' (with respect to jurisdictions that recognize the concept of good standing or similar concepts) under the Laws of the jurisdiction in which it is incorporated or chartered and has the requisite corporate or other power and authority to own, in all material respectslease and operate its properties and to carry on its business as it is now being conducted. The Each of Company and each the Company Subsidiary 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 or similar concepts), 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 qualificationqualification or licensing necessary. (b) Company does not own, licensing directly or good standing necessary indirectly, any equity or desirablesimilar interest in, except for such failures to be so qualifiedor any interest convertible or exchangeable or exercisable for, licensed any equity or in good standing that would not have a Company Material Adverse Effectsimilar interest in, any corporation, partnership or joint venture arrangement, other business entity or other Person. The Company has made available to Parent complete and correct copies Schedule 4.01(b) of the Company Certificate and Disclosure Schedule sets forth the percentage of the equity or similar interest in each such corporation, partnership or joint venture arrangement, other business entity or other Person owned by Company Bylaws and the certificate Company Subsidiaries and, if applicable, other Persons. All outstanding shares of incorporation capital stock of each such corporation, partnership or joint venture arrangement, other business entity or other Person are duly authorized, validly issued, fully paid and bylaws or similar organizational or governing documents nonassessable. All of the outstanding shares of capital stock of each Company Subsidiary are owned by Company free 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 clear of all meetings Encumbrances. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments, arrangements, or agreements of their respective boards any character relating to the issued or unissued capital stock or other securities of directorsany such Company Subsidiary, 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 or otherwise obligating Company or any such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational to issue, transfer, sell, purchase, redeem or governing documentsotherwise acquire any such securities.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of DelawareOhio. Each Subsidiary of the Company (each, each a “Company Subsidiary” and, collectively, the “Company Subsidiaries”) has been duly organized organized, and is validly existing and in good standing 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 properties and assets and to carry on its business as it is now being conducted and as currently proposed by it to be 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 set forth in Section 4.1(a) of the Company Disclosure Letter 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 where the failure to be so qualified, licensed or in good standing that would not reasonably be expected to have a Company Material Adverse Effect. (b) Section 4.1(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all of the Company Subsidiaries and former subsidiaries of the Company that have been dissolved or divested within the 58-month period prior to the date hereof and the jurisdictions of their incorporation or organization and date of dissolution or divestiture, as the case may be. None of the Company or any Company Subsidiary holds an Equity Interest in any Person other than a Company Subsidiary. Except as set forth in Section 4.1(b) of the Company Disclosure Letter, the Company is the direct or indirect owner of all of the issued and outstanding Equity Interests of each Company Subsidiary, and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. All of the issued and outstanding Equity Interests of each Company Subsidiary owned directly or indirectly by the Company are free and clear of all Encumbrances. (c) The Company has made available to Parent complete and correct copies of the Company Certificate all certificates or articles of incorporation, bylaws, and Company Bylaws and the certificate of incorporation and bylaws 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 of the Company and BHLeach Company Subsidiary, since July 1as currently in effect. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, 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 a partner or member of (nor are any part of their respective businesses conducted through) any partnerships or limited liability companies, and neither the Company nor any Company Subsidiary is a participant in violation any joint venture or similar arrangement with any third party. With respect to any joint venture or similar arrangement listed on Section 4.1(d) of its organizational the Company Disclosure Letter, copies of all material agreements pertaining to such joint venture or governing documentsarrangement have been provided or made available to Parent, in each case as are currently in effect.