Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly organized, validly existing and in good standing under the Laws of the State of Maryland. Parent has all requisite trust power and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent and to conduct its business as it is being conducted as of the date of this Agreement. Parent is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, leased or, to the extent applicable, operated 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 as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent Each of Parent, Merger Sub and Partnership Merger Sub is a real estate investment trust corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the State of Maryland. Parent jurisdiction in which it is organized and has all the requisite trust power corporate or other power, as the case may be, and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent and to conduct its business as it is now being conducted as conducted. Each of the date of this Agreement. Parent Parent, Merger Sub and Partnership Merger Sub is duly qualified or licensed 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 Parent Properties or other assets owned, leased or, to the extent applicable, 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, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a individually or in the aggregate, Parent Material Adverse Effect. The Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents most recently not filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent hereof with the SEC and is in compliance in all material respects with the terms of the Parent Governing DocumentsDocuments in all material respects. Merger Sub has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Merger Sub Governing Documents not filed as of the date hereof with the SEC and is in compliance with the terms of the Merger Sub Governing Documents in all material respects. Partnership Merger Sub has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Partnership Merger Sub Governing Documents not filed as of the date hereof with the SEC and is in compliance with the terms of the Partnership Merger Sub Governing Documents in all material respects. (b) Section 5.1(b4.1(b)(i) of the Parent Disclosure Letter sets forth, forth as of the date hereofMarch 31, 2014 a true, correct true and complete list of the Parent Significant Subsidiaries and Parent JVsof Parent, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each such Significant Subsidiary. Section 4.1(b)(ii) of the Parent Disclosure Letter sets forth a true and correct list of Persons contributed to NSAM on June 30, 2014. Each Significant Subsidiary or of Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REITeach, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a “Parent Material Adverse Effect, each Parent Subsidiary or Parent JV Subsidiary”) (i) is duly organized, validly existing and existing, in good standing (with respect to the extent applicablejurisdictions which recognize such concept) under the Laws of the jurisdiction of its organization and is in compliance in all material respects with the terms of its constituent organizational or incorporationgoverning documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be, and has the requisite organizational ) power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is now being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV conducted, and (iii) is duly qualified or licensed 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 Parent Properties or other assets owned, operated or leased 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, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Section 4.1(c) of the Parent nor any Disclosure Letter sets forth a true and complete list of each Parent Subsidiary directly that is a REIT, a Qualified REIT Subsidiary or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities)a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (aThe Company was formed on June 23, 1997. Set forth in Schedule 3(a) Parent is a real estate investment trust true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with the authorized and outstanding Capital Stock or other equity interests of each such entity. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly own any security, equity interest 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 Maryland. Parent jurisdiction in which it is incorporated or organized and has all the requisite trust corporate, partnership, limited liability company or other organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent own its properties and to conduct carry on its business as it is now being conducted and as proposed to be conducted by the Company and its Subsidiaries. Each of the date of this Agreement. Parent Company and its Subsidiaries is duly qualified or licensed to do business, business and is in good standing, standing in each every jurisdiction where the character in which its ownership of the Parent Properties or other assets owned, leased or, to the extent applicable, operated by it property or the nature of the business conducted or proposed to be conducted by the Company and its business makes Subsidiaries will make such qualification, licensing or good standing qualification necessary, except for such failures to the extent that the failure to be so qualified, licensed qualified or be in good standing ascould not have and could not be, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except asas set forth in Schedule 3(a), individually the Company holds all right, title and interest in and to 100% of the Capital Stock, equity or similar interests of each of its Subsidiaries, in each case, free and clear of any Liens (as defined below), including any restriction on the aggregateuse, has not hadvoting, transfer, receipt of income or other exercise of any attributes of free and clear ownership by a current holder, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent no such Subsidiary owns capital stock or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether holds an equity or debt) similar interest in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities)Person.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust corporation duly organized, validly existing and in good standing under the Laws laws of the State of MarylandNew York. Each Subsidiary of Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") has all 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. Each of Parent and each Parent Subsidiary has the requisite trust power and authority and all necessary governmental approvals to own, lease and, to the extent applicable, and operate the Parent Properties or other assets owned by Parent its properties and to conduct carry on its business as it is now being conducted and as currently proposed by it to be conducted. Each of the date of this Agreement. Parent and each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets properties owned, leased or, to the extent applicable, or operated 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 as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) None of Parent or any Parent Subsidiary holds an Equity Interest in any other Person (other than a Parent Subsidiary), except as set forth in Section 5.1(b) of the Parent Disclosure Letter sets forth, as Schedule. Parent is a direct or indirect owner of all of the date hereofissued and outstanding Equity Interests of each Parent Subsidiary, a true, correct and complete list all shares of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization capital stock or incorporation, as the case may be, limited liability company interests of each Parent Subsidiary or Parent JVare duly authorized, (ii) validly issued, fully paid and nonassessable. All of the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes Equity Interests of each Parent Subsidiary are owned directly or indirectly by Parent JV free and clear of all Encumbrances except Permitted Encumbrances and are not subject to any preemptive right or right of first refusal created by statute, the certificate or articles of incorporation and bylaws or other equivalent organizational documents, as applicable, of such Parent Subsidiary or any Contract to which such Parent Subsidiary is a REITparty or by which it is bound; provided, a QRShowever, a TRS, or a partnership. Except as, individually or in that the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, Equity Interests of each Parent Subsidiary are pledged pursuant to Parent's senior credit facility. There are no outstanding contractual obligations of Parent or any Parent JV is duly organizedSubsidiary to loan funds to, validly existing and or make any investment (in good standing (to the extent applicableform of a loan, capital contribution or otherwise) under the Laws of the jurisdiction of its organization or incorporationin, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each any Parent Subsidiary or any other Person, other than guarantees by Parent JV is duly qualified of any Indebtedness or licensed to do business, and is other obligations of any wholly owned Parent Subsidiary as set forth in good standing, in each jurisdiction where the character Section 5.1(b) of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicableDisclosure Schedule. (c) Neither There are no outstanding Contracts of any character relating to the issued or unissued capital stock or other securities of any Parent nor Subsidiary, or otherwise obligating Parent or any Parent Subsidiary directly to issue, transfer, sell, purchase, redeem or indirectly owns otherwise acquire or sell any interest or investment (whether equity or debt) in any Person (other than in the such securities of a Parent Subsidiaries or the Parent JVs and investments in short-term investment securities)Subsidiary.

Organization and Qualification; Subsidiaries. (a) Each of Parent and its Subsidiaries is a real estate investment trust duly organized, validly existing and in good standing under the Laws of the State of Maryland. Parent jurisdiction in which it is organized and has all the requisite trust power and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent and to conduct carry on its business as it is now being conducted as conducted. Each of the date of this Agreement. Parent and its Subsidiaries is duly qualified or licensed to do business, business and is in good standing, standing in each jurisdiction where the character of the Parent Properties or other assets owned, leased or, to the extent applicable, operated by it or in which the nature of its business or the ownership or leasing of its properties makes such qualification, qualification or licensing or good standing necessary, except for other than in such failures jurisdictions where the failure to be so qualified, qualified or licensed or in good standing as, (individually or in the aggregate, have ) has not had, had and would not reasonably be expected to have, have a Parent Material Adverse Effect. The Parent Disclosure Memorandum lists each Subsidiary of Parent. Parent has delivered to the Company complete and correct copies of its certificate 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. Parent has made available to the Company complete and accurate copies of the Parent Governing Documents most recently filed with minutes (or, in the Parent SEC Documents are accurate and complete copies case of such documents as in effect as minutes that have not yet been finalized, drafts thereof) of all meetings of the date stockholders of this Agreement. Parent, the Board of Directors of Parent is and the committees of its Board of Directors, in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) of the Parent Disclosure Letter sets fortheach case held since January 1, 2003 and as of the date hereof, a true, correct and complete list . All of the outstanding shares of capital stock or other ownership interests of each Subsidiary of Parent Subsidiaries have been validly issued and are fully paid and nonassessable and owned by Parent, by another Subsidiary of Parent JVsor by Parent and another such Subsidiary, together with free and clear of 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. There are no outstanding (i) the jurisdiction securities of organization Parent or incorporation, as the case may be, any of each its Subsidiaries convertible into or exchangeable for shares of capital stock or other ownership interests in any Subsidiary of Parent Subsidiary or Parent JV, (ii) options or other rights to acquire from Parent or any of its Subsidiaries, or other obligation of Parent 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 Parent. Except for ownership of less than 1% in any publicly traded company and the type capital stock or other ownership interests of and percentage of interest heldits Subsidiaries, Parent does not own, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties capital stock or other assets ownedownership interest in any corporation, operated partnership, joint venture or leased by it or the nature other entity. No Subsidiary 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the shares of Parent Subsidiaries or the Parent JVs and investments in short-term investment securities)Common Stock.

Organization and Qualification; Subsidiaries. (a) Parent The Company is a real estate investment trust corporation, duly organized, organized and validly existing and in good standing under the Laws of the State of Maryland. Parent Delaware and has all requisite trust corporate power and authority to own, lease and, to the extent applicable, and operate the Parent Properties or other its properties and assets owned by Parent and to conduct carry on its business as it is now being conducted as conducted. Each of the date of this Agreement. Parent Company’s Subsidiaries (each, a “Company Subsidiary”) is a corporation or other legal entity duly qualified or licensed to do businessorganized, validly existing and is in good standingstanding (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction of its incorporation or organization and has 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, in each jurisdiction where the character of the Parent Properties or other assets owned, leased or, to the extent applicable, operated by it or the nature of its business makes such qualification, licensing or good standing necessarycase, except for such failures to be so qualified, licensed or in good standing as, individually or in the aggregate, have not had, and as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. The copies Company and each of its “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”) is duly qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept) 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 reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company has made available or caused to be made available to Parent Governing Documents most recently filed with the Parent SEC Documents are accurate true, correct and complete copies of such documents as in effect as (i) any amendments to the Restated Certificate of Incorporation of the Company (the “Company Charter”) not filed prior to the date hereof with the SEC, (ii) any amendments to the Bylaws of this Agreementthe Company (the “Company Bylaws”) not filed prior to the date hereof with the SEC and (iii) the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each Significant Company Subsidiary. Parent The Company is in compliance in all material respects with the terms provisions of the Parent Governing DocumentsCompany Charter and the Company Bylaws. (bc) Section 5.1(b3.1(c) of the Parent Company Disclosure Letter sets forth, forth as of the date hereof, hereof a true, correct and complete list of the Parent Subsidiaries and Parent JVsCompany Subsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Company Subsidiary. Neither the Company nor any Company Subsidiary, directly or indirectly, owns any Equity Interest in any Person other than the Company Subsidiaries. All of the outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in Section 3.1(c) of the Company Disclosure Letter, all of the outstanding shares of capital stock of, or Parent JVother equity interests in, (ii) the type of and percentage of interest heldeach Company Subsidiary are owned, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JVthe Company free and clear of all Liens, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicablePermitted Liens. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent Each of the Company and its Subsidiaries is a real estate investment trust corporation duly organized, validly existing and in good standing under the Laws of the State its respective jurisdiction of Maryland. Parent organization and has all requisite trust corporate or similar power and authority to own, lease and, to the extent applicable, and operate the Parent Properties or other its properties and assets owned by Parent and to conduct carry on its business as it presently conducted and is being conducted duly qualified to do business and, where applicable as a legal concept, is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing, or to have such power or authority, when taken together with all other such failures, has not had, and is not reasonably expected to have, a Company Material Adverse Effect. The Company has made available to Parent a complete and correct copy of the Company’s and its Subsidiaries’ certificate of incorporation and by-laws (or equivalent governing instruments), each as amended to the date hereof. The Company’s and its Subsidiaries’ certificate of incorporation and by-laws (or equivalent governing instruments) so delivered are in full force and effect. The Company has made available to Parent correct and complete copies of the minutes of all meetings since January 1, 2003 of the stockholders, the Board of Directors of the Company (the “Company Board”) and each committee of the Company Board and each of its Subsidiaries approved through the date of this Agreement. Parent is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character other than such minutes specified on Section 5.1(a) of the Parent Properties or other assets owned, leased or, Company Disclosure Schedule which the parties have agreed can be subject to redaction with respect to matters of attorney-client privilege and matters relating to the extent applicable, operated 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 as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documentstransactions contemplated hereby. (b) Section 5.1(b) of the Parent Company Disclosure Letter sets forthSchedule contains a complete and accurate list of (x) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (y) each jurisdiction where the Company and each of its Subsidiaries is organized and qualified to do business. (c) Section 5.1(c) of the date hereof, Company Disclosure Schedule contains a true, correct complete and complete accurate list of any and all Persons not constituting Subsidiaries of the Parent Subsidiaries and Parent JVsCompany of which the Company directly or indirectly owns an equity or similar interest, together with or an interest convertible into or exchangeable or exercisable for an equity or similar interest (icollectively, the “Investments”). (d) Except as set forth on Section 5.1(d) of the jurisdiction Company Disclosure Schedule, the Company or a Subsidiary of organization or incorporationthe Company, as the case may be, owns all Subsidiaries and Investments free and clear of each Parent Subsidiary or Parent JVall liens, (ii) the type of and percentage of interest heldpledges, directly or indirectlysecurity interests, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties claims or other assets owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessaryencumbrances (“Liens”), except for such failures Permitted Liens, and there are no outstanding contractual obligations of the Company or any of its Subsidiaries permitting the repurchase, redemption or other acquisition of any of its interest in any Subsidiary or Investment or requiring the Company or any of its Subsidiaries to be so qualifiedprovide funds to, licensed or in good standing that, individually or make any investment (in the aggregateform of a loan, have not hadcapital contribution or otherwise) in, and would not reasonably be expected to haveprovide any guarantee with respect to, a Parent Material Adverse Effect. Except asor assume, individually endorse or in otherwise become responsible for the aggregateobligations of, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent any Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicableInvestment. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly organized, validly existing and in good standing under the Laws of the State of Maryland. Merger Sub is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Merger Sub has all the requisite trust organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent its properties and to conduct its business as it is now being conducted as conducted. Each of the date of this Agreement. Parent and Merger Sub is duly qualified or licensed 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 Parent Properties or other assets owned, leased or, to the extent applicable, 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, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect. The Parent has made available to Company true and complete copies of any amendments or supplements to the Parent Governing Documents most recently and Parent OP Governing Documents not filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreementhereof with the SEC. Parent is in compliance in all material respects with the terms of the Parent Governing DocumentsDocuments in all material respects. Parent Operating Partnership is in compliance with the terms of the Parent OP Governing Documents in all material respects. True and complete copies of Parent’s and Parent Operating Partnership’s minute books and other corporate and partnership records, as applicable, have been made available by Parent to Company. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth, as of the date hereof, forth a true, correct true and complete list of the Subsidiaries of Parent Subsidiaries (such subsidiaries, including the Prime JV and the Parent JVsOperating Partnership, each, a “Parent Subsidiary” and collectively, the “Parent Subsidiaries”) and each other corporate or non-corporate subsidiary in which Parent owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Parent Subsidiary”), together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary or and each Other Parent JVSubsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial interest held, directly or indirectly, by Parent or a Parent Subsidiary in and to each Parent Subsidiary or and each Other Parent JVSubsidiary, (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 Parent or a Parent Subsidiary in each Parent Subsidiary or and each Other Parent JV, Subsidiary and (iv) the classification for United States U.S. federal income Tax tax purposes of each Parent Subsidiary or and each Other Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Subsidiary. (c) Each Parent Subsidiary or Parent JV (i) is duly organized, validly existing and existing, in good standing (with respect to the extent applicablejurisdictions which recognize such concept) under the Laws of the jurisdiction of its organization and is in compliance in all material respects with the terms of its constituent organizational or incorporationgoverning documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be, and has the requisite organizational ) power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is now being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV and (iii) is duly qualified or licensed 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 Parent Properties or other assets owned, operated or leased 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, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (cd) Neither Except as set forth in Section 5.1(d) of the Parent Disclosure Letter, as of the date hereof, neither Parent nor any Parent Subsidiary Subsidiary, directly or indirectly indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Parent Subsidiaries or Other Parent Subsidiaries) in the aggregate in excess of $250,000 in fair market value. (e) Section 5.1(e) of the Parent JVs Disclosure Letter sets forth a true and investments in short-term investment securities)complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent Each of the Company and its Subsidiaries is a real estate investment trust duly organized, validly existing and in good standing under the Laws of the State of Maryland. Parent jurisdiction in which it is organized and has all the requisite trust power and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent and to conduct carry on its business as it is now being conducted as conducted. Each of the date of this Agreement. Parent Company and its Subsidiaries is duly qualified or licensed to do business, business and is in good standing, standing in each jurisdiction where the character of the Parent Properties or other assets owned, leased or, to the extent applicable, operated by it or in which the nature of its business or the ownership or leasing of its properties makes such qualification, qualification or licensing or good standing necessary, except for other than in such failures jurisdictions where the failure to be so qualified, qualified or licensed or in good standing as, (individually or in the aggregate, have ) has not had, had and would not reasonably be expected to have, have a Parent 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 accurate copies of the Parent Governing Documents most recently filed with minutes (or, in the Parent SEC Documents are accurate and complete copies case of such documents as in effect as minutes that have not yet been finalized, drafts thereof) of all meetings of the date of this Agreement. Parent is in compliance in all material respects with the terms stockholders of the Parent Governing Documents. (b) Section 5.1(b) Company, the Board of Directors of the Parent Disclosure Letter sets forthCompany and the committees of its Board of Directors, in each case held since January 1, 2003 and as of the date hereof, a true, correct and complete list . All of the Parent Subsidiaries outstanding shares of capital stock or other ownership interests of each Subsidiary of the Company have been validly issued and Parent JVsare fully paid and nonassessable and owned by the Company, together with by another Subsidiary of the Company or by the Company and another such Subsidiary, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “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. There are no outstanding (i) securities of the jurisdiction Company or any of organization its Subsidiaries convertible into or incorporation, as exchangeable for shares of capital stock or other ownership interests in any Subsidiary of the case may be, of each Parent Subsidiary Company or Parent JV, (ii) options or other rights to acquire from the type 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 percentage the capital stock or other ownership interests of interest heldits Subsidiaries, the Company does not own, directly or indirectly, by Parent any capital stock or a Parent other ownership interest in any corporation, partnership, joint venture or other entity. No Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary directly or indirectly Company owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities)shares of Company Common Stock.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust an entity duly organized, validly existing and in good standing under the Laws laws of the State jurisdiction of Maryland. Parent its organization and has all requisite trust corporate power and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent own its properties and to conduct carry on its business as it is in the places where such properties are now owned or such businesses are now being conducted as conducted. Each of the date of this Agreement. Parent is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, leased or, to the extent applicable, operated 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 as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of the Parent Parent’s Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicablesuch concept is recognized in the relevant jurisdiction) under the Laws of the its respective jurisdiction of its organization or incorporation, as the case may be, incorporation and has the requisite organizational full corporate power and authority to own, lease andown its properties and carry on its business in the places where such properties are now owned or such businesses are now being conducted. Each of Parent and Merger Sub has all necessary corporate or similar power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the extent applicabletransactions contemplated by this Agreement. Each of Parent’s Subsidiaries has the necessary corporate power and authority to enter into each Transaction Document to which it will be a party, operate to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance by each of Parent and Merger Sub of its obligations hereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement have been duly authorized by all requisite action on the part of each of Parent and Merger Sub, except for the Parent Properties Stockholder Approval, and in the case of the Merger, the approval of this Agreement by Parent in its other assets capacity as the sole stockholder of Merger Sub. The execution and delivery by Parent of each Transaction Document to conduct its business as which it is being conducted or will be a party, the performance by Parent of its obligations thereunder and the consummation by Parent of the transactions contemplated thereby have been, or will be, duly authorized by all requisite action on the part of Parent. The execution and delivery by each of Parent’s Subsidiaries of each Transaction Document to which it will be a party, the performance by each of Parent’s Subsidiaries of their respective obligations thereunder and the consummation by each of Parent’s Subsidiaries of the transactions contemplated thereby will be, duly authorized by all requisite action on the part of each of Parent’s Subsidiaries. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). Each Transaction Document to which Parent is or will be a party has been or will be duly executed and delivered by Parent, and (assuming due authorization, execution, and delivery by the other parties thereto), constitutes, or will constitute, a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). Each Transaction Document will be duly executed and delivered by each of Parent’s Subsidiaries party thereto, and (assuming due authorization, execution and delivery by the other parties thereto) each Transaction Document will constitute, a legal, valid and binding obligation of each of Parent’s Subsidiaries party thereto or contemplated to be party thereto, enforceable against each such Parent Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a direct, wholly-owned Subsidiary of Parent. The copies of the certificate of incorporation and bylaws of Merger Sub that were previously furnished or made available to TDCC are true, complete and correct copies of such documents as of in effect on the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debtSection 5.01(c) in any Person (other than in of the Parent Disclosure Letter sets forth a list as of the date hereof of the Subsidiaries or the of Parent JVs and investments in short-term investment securities)their respective jurisdictions of organization.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Maryland. Parent OP is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. REIT Merger Sub and New Parent OP are each limited liability companies duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of the Parent Parties has all the requisite trust corporate, partnership and limited liability company power and authority authority, as applicable, to own, lease and, to the extent applicable, operate the any Parent Properties or other assets owned by Parent it and to conduct its business as it is now being conducted as conducted. Each of the date of this Agreement. Parent Parties is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, operated or leased or, to the extent applicable, operated by it or the nature of its business makes such qualification, licensing or good standing necessary, except except, in each case, for such failures to be so qualified, licensed or in good standing asthat would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, result in a Parent Material Adverse Effect. The copies REIT Merger Sub, Parent OP Holdco and New Parent OP were formed solely for the purpose of engaging in the Mergers and the other transactions contemplated by this Agreement, and New Parent OP, Parent OP Holdco and REIT Merger Sub have not conducted any activities other than in connection with their respective organization, the negotiation and execution of this Agreement and the consummation of the Parent Governing Documents most recently filed with Mergers and the other transactions contemplated hereby. There are no current dissolution, revocation or forfeiture proceedings regarding the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing DocumentsParties. (b) Section 5.1(b) of the Parent Disclosure Letter sets forthforth a true and complete list, as of the date hereof, a true, correct and complete list of the Parent Subsidiaries and Parent JVsSubsidiaries, together with (i) the jurisdiction of organization incorporation or incorporationorganization, as the case may be, of each Parent Subsidiary or Parent JVSubsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by the Parent Parties or a Parent Subsidiary in each Parent Subsidiary or Parent JVSubsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than the Parent Parties or a Parent Subsidiary in each Parent Subsidiary or Parent JVSubsidiary, and (iv) the classification for United States U.S. federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnershipSubsidiary. Except asas set forth on Section 5.1(b) of the Parent Disclosure Letter or as would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, result in a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization incorporation or incorporationorganization, as the case may be, and has the requisite organizational corporate or other legal entity power and authority to own, lease and, to the extent applicable, operate the any Parent Properties and its or other assets owned by it and to conduct its business as it is now being conducted as of the date of this Agreementconducted. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, result in a Parent Material Adverse Effect. Except asThere are no current dissolution, revocation or forfeiture proceedings regarding any of the Parent Subsidiaries except as would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Except as set forth in Section 5.1(c) of the Parent nor Disclosure Letter, none of the Parent Parties or any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the equity of the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent Each of the DLR Parties is a real estate investment trust corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the State of Maryland. Parent Maryland and has all the requisite trust power corporate or other power, as the case may be, and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent and to conduct its business as it is now being conducted as conducted. Each of the date of this Agreement. Parent DLR Parties is duly qualified or licensed 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 Parent Properties or other assets owned, leased or, to the extent applicable, 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, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent DLR Material Adverse Effect. The copies DLR has delivered to or made available to the Company, prior to the execution of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate this Agreement, true and complete copies of such documents as in effect any amendments to the DLR Governing Documents not filed as of the date of this Agreement. Parent hereof with the SEC and is in compliance in all material respects with the terms of the Parent DLR Governing DocumentsDocuments in all material respects. DLR OP has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the DLR OP Partnership Agreement not filed as of the date hereof with the SEC and is in compliance with the terms of the DLR OP Partnership Agreement in all material respects. REIT Merger Sub has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the REIT Merger Sub Governing Documents not filed as of the date hereof with the SEC and is in compliance with the terms of the REIT Merger Sub Governing Documents in all material respects. (b) Section 5.1(b4.1(b)(i) of the Parent DLR Disclosure Letter sets forth, forth as of the date hereofJune 6, 2017 a true, correct true and complete list of the Parent Subsidiaries and Parent JVsof DLR (each, a “DLR Subsidiary”), together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent DLR Subsidiary. Each Significant Subsidiary or Parent JV, (iii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and existing, in good standing (with respect to the extent applicablejurisdictions which recognize such concept) under the Laws of the jurisdiction of its organization and is in compliance in all material respects with the terms of its constituent organizational or incorporationgoverning documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be, and has the requisite organizational ) power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is now being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV conducted, and (iii) is duly qualified or licensed 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 Parent Properties or other assets owned, operated or leased 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, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent DLR Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary Except for the equity interests of the DLR Subsidiaries, the Company does not own, directly or indirectly owns indirectly, any interest other capital stock, debt securities or investment equity securities (whether including any securities convertible into shares or equity interests of) or debtother capital interests of any other Person. (d) in any Person (other than in Section 4.1(d) of the Parent Subsidiaries DLR Disclosure Letter sets forth a true and complete list of each DLR Subsidiary that is a REIT, a Qualified REIT Subsidiary or the Parent JVs and investments in short-term investment securities)a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (ai) Parent The Seller is a real estate investment trust corporation duly organized, validly existing and in good standing under the Laws of the State of MarylandDelaware and a registered bank holding company under the Bank Holding Company Act of 1956 and the regulations promulgated thereunder, as amended (the “BHCA”). Parent The Seller is also subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Each subsidiary of the Seller (a “Seller Subsidiary,” or collectively, the “Seller Subsidiaries”) is a national banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing under the Laws of the state of its incorporation or organization. Each of the Seller and the Seller Subsidiaries has all the requisite trust power and authority to own, lease and, to the extent applicable, and operate the Parent Properties properties it now owns or other assets owned by Parent holds under lease and to conduct carry on its business as it is now being conducted as of the date of this Agreement. Parent conducted, is duly qualified or licensed as a foreign business entity to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets properties owned, leased or, to the extent applicable, or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (bii) Section 5.1(b) Each of the Parent Disclosure Letter sets forthSeller and the Seller Subsidiaries has all Consents and Orders (the “Seller Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”), the OCC and the Illinois Department of Financial and Professional Regulation (the date hereof“IDFPR”), a true, correct and neither the Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals. (iii) A true and complete list of the Parent Subsidiaries and Parent JVsSeller Subsidiaries, together with (i) the jurisdiction Seller’s percentage ownership (and, where available, the number of organization shares or incorporationunits, as the case may be, applicable) of each Parent Subsidiary or Parent JVSeller Subsidiary, and (ii) Laws under which the type Seller Subsidiary is incorporated or organized, is set forth in the Seller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) record all of the names outstanding shares of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes capital stock of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnershipof the Seller Subsidiaries. Except asfor the Seller Subsidiaries, individually or in the aggregate, has Seller does not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns own any capital stock or equity interest in, or investment (whether any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, any corporation, partnership, joint venture or debt) in any Person (other business association or other Person, other than in the Parent ordinary course of business and in no event in excess of 5% of the outstanding equity securities of such Person. (iv) The minute books of the Seller and each of the Seller Subsidiaries contain true, complete and accurate records in all material respects of all meetings and other corporate actions held or the Parent JVs taken since January 1, 2002, of their respective stockholders and investments in short-term investment securitiesBoards of Directors (including committees of their respective Boards of Directors).

Organization and Qualification; Subsidiaries. (a) Parent Each of Buyer, Merger Sub and their subsidiaries is a real estate investment trust corporation duly organized, validly existing and and, where applicable, in good standing under the Laws laws of the State jurisdiction of Maryland. Parent its incorporation and has all the requisite trust corporate power and authority to own, lease and, to the extent applicable, and operate the Parent Properties or other its assets owned by Parent and properties and to conduct carry on its business as it is now being conducted conducted. Each of Buyer, Merger Sub and their 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 the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer. Each of the date of this Agreement. Parent Buyer, Merger Sub and their 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 Parent Properties or other assets properties owned, leased or, to the extent applicable, or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures where the failure to be so qualified, duly qualified or licensed or and in good standing aswould not, either individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing DocumentsEffect on Buyer. (b) Section 5.1(b) 3.1 of the Parent Disclosure Letter sets forth, that certain disclosure schedule dated as of the date hereof, signed by a trueduly authorized officer of Buyer and delivered to the Company on the date hereof (the “Buyer Disclosure Schedule”) lists each of Buyer’s and Merger Sub’s subsidiaries, correct and complete list of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, incorporation of each Parent Subsidiary such subsidiary, and Buyer’s or Parent JVMerger Sub’s equity interest therein and, (ii) the type of and percentage of interest held, if not directly or indirectly, indirectly wholly owned by Parent Buyer or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease andMerger Sub, to the extent applicableKnowledge of Buyer, operate the Parent Properties identity and its other assets and to conduct its business ownership interest of each of the owners of such subsidiary of Buyer or the Merger Sub. Except as it is being conducted set forth in Section 3.1 of Buyer Disclosure Schedule, as of the date hereof neither Buyer, Merger Sub nor any of this Agreementtheir subsidiaries has agreed, is obligated to make or is bound (or has bound its property) by any Contract under which it is or is reasonably likely to become obligated to make, any future investment in or capital contribution to any other entity in excess of $2,000,000 in the aggregate with other such Contracts. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do businessOther than Buyer’s and Merger Sub’s interest in their subsidiaries, and is except as set forth in good standing, in each jurisdiction where the character Section 3.1 of the Parent Properties or other assets ownedBuyer Disclosure Schedule, operated or leased by it or the nature of its business makes such qualificationneither Buyer, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent Merger Sub nor any Parent Subsidiary of their subsidiaries directly or indirectly owns any interest or investment (whether equity or debtsimilar interest in or any interest convertible into, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture, trust, association unincorporated organization or other legal entity. All of the issued and outstanding shares of capital stock of or other equity interests in each subsidiary of Buyer or Merger Sub have been duly authorized and validly issued and are fully paid and nonassessable and not subject to preemptive rights, and except as set forth in Section 3.1(b) in any Person (other than in of the Parent Subsidiaries Buyer Disclosure Schedule, all such shares or the Parent JVs interests owned by Buyer, Merger Sub or another subsidiary of Buyer free and investments in short-term investment securities)clear of all Liens.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly organized, validly existing and in good standing under the Laws of the State of Maryland. Parent has all requisite trust power and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent and to conduct its business as it is being conducted as of the date of this Agreement. Parent is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, leased or, to the extent applicable, operated 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 as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Merger Sub is a real estate investment trust duly organized, validly existing and in good standing under the Laws of the State of Maryland for the purpose of engaging in the Transactions. Merger Sub has all requisite trust power and authority to conduct its business as it is being conducted as of the date of this Agreement. Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where 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. (c) Section 5.1(b5.1(c) of the Parent Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of the Parent Subsidiaries and Parent JVsSubsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary or Parent JVSubsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JVSubsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JVSubsidiary, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicableDocuments. (cd) Neither Except as set forth in Section 5.1(d) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities). The Company Common Shares listed in Section 5.1(d) of the Parent Disclosure Letter as owned by Parent are owned free and clear of all Liens.

Organization and Qualification; Subsidiaries. (a) Parent The Company is a real estate investment trust corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland. Parent Delaware law and has all the requisite trust corporate power and authority necessary to own, lease and, to the extent applicable, and operate the Parent Properties or other assets owned by Parent its properties and to conduct carry on its business as it is now being conducted conducted. The Company is in possession of all material franchises, grants, authorizations, licenses, permits, easements, consents, waivers, qualifications, certificates, Orders and approvals (collectively, “Approvals”) necessary to own, lease and operate its properties and to carry on its business as of the date of this Agreementit is now being conducted. Parent 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 Parent Properties or other assets properties owned, leased or, to the extent applicable, or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures to the extent that the failure to be so qualified, qualified or licensed or in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Company Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) Each Subsidiary of the Parent Disclosure Letter sets forthCompany is a legal entity, as of the date hereof, a true, correct and complete list of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the its respective jurisdiction of its incorporation or organization or incorporation, as the case may be, and has all the requisite organizational power and authority necessary to own, lease and, to the extent applicable, and operate the Parent Properties and its other assets properties and to conduct carry on its business as it is now being conducted as conducted. Each Subsidiary of the date Company is in possession of this Agreementall material Approvals necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Parent Subsidiary or Parent JV 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 Parent Properties or other assets properties owned, leased or operated or leased by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures to the extent that the failure to be so qualified, qualified or licensed or in good standing that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Company Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent Section 2.1(c) of the Company Disclosure Schedule sets forth, as of the date hereof, a true and complete list of all of the Company’s directly and indirectly owned Subsidiaries, together with the jurisdiction of incorporation or organization of each Subsidiary, the jurisdictions in which such Subsidiary is qualified or licensed to do business as a foreign corporation and the percentage of each Subsidiary’s outstanding capital stock or other equity or other interest owned by the Company or another Subsidiary of the Company. Except as set forth in Section 2.1(c) of the Company Disclosure Schedule, neither the Company nor any Parent Subsidiary of its Subsidiaries owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, directly or indirectly owns indirectly, any interest or investment (whether equity or debt) in similar interest in, any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities)Person.

Organization and Qualification; Subsidiaries. (a) Parent The Seller is a real estate investment trust corporation duly organized, validly existing and in good standing under the Laws of the State of MarylandIndiana and a registered bank holding company under the Bank Holding Company Act of 1956 and the regulations promulgated thereunder, as amended (the “BHCA”). Parent The Seller is subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Seller is a financial holding company under the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 and the regulations promulgated thereunder, as amended (the “GLB Act”). Each direct or indirect Subsidiary of the Seller (a “Seller Subsidiary,” or collectively the “Seller Subsidiaries”) is a national banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing under the Laws of the United States of America or the state of its incorporation or organization, as the case may be. Each of the Seller and the Seller Subsidiaries has all the requisite trust power and authority to own, lease and, to the extent applicable, and operate the Parent Properties properties it now owns or other assets owned by Parent holds under lease and to conduct carry on its business as it is now being conducted as of the date of this Agreement. Parent conducted, is duly qualified or licensed as a foreign business entity to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets properties owned, leased or, to the extent applicable, or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures jurisdictions in which the failure to be so qualified, qualified or licensed or in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Seller Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) Each of the Parent Disclosure Letter sets forthSeller and the Seller Subsidiaries has all Consents and Orders (“Seller Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”), and the Office of Comptroller of the date hereofCurrency (the “OCC”), a true, correct and neither the Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals. (c) A true and complete list of the Parent Subsidiaries and Parent JVsSeller Subsidiaries, together with (i) the jurisdiction Seller’s percentage ownership of organization each Seller Subsidiary and (ii) Laws under which the Seller Subsidiary is incorporated or incorporationorganized, is set forth in the Seller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock and/or other equity interests, as the case may bebe (“Subsidiary Securities”), of each Parent Subsidiary or Parent JVof the Seller Subsidiaries. Except for the Seller Subsidiaries, (ii) the type of and percentage of interest held, Seller does not directly or indirectlyindirectly own any capital stock or equity interest in, by Parent or a Parent Subsidiary in each Parent Subsidiary any interests convertible into or Parent JVexchangeable or exercisable for any capital stock or equity interest in, (iii) the names of and the type of and percentage of interest held by any Person corporation, partnership, joint venture or other business association or other Person, other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregateordinary course of business and in no event in excess of five percent (5%) of the outstanding equity securities of such Person. (d) As used in this Agreement, has not had, and would not reasonably be expected to have, a Parent the term “Seller Material Adverse Effect” means any effect, change, event, fact, condition, occurrence or development (each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicablean “Effect”) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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 aggregateaggregate with other Effects, have (i) is material and adverse to the business, assets, liabilities, results of operations or financial condition of the Seller and the Seller Subsidiaries taken as a whole, and/or (ii) materially impairs the ability of the Seller to consummate the transactions contemplated hereby; provided, however, that the term “Seller Material Adverse Effect” shall not hadbe deemed to include the impact of: (a) any Effect to the extent resulting from the announcement of this Agreement or the transactions contemplated hereby; (b) any action taken or not taken by the Seller or the Seller Subsidiaries in accordance with the terms and covenants contained in this Agreement; (c) any changes in Laws or interpretations thereof that are generally applicable to the banking industry; (d) changes in GAAP that are generally applicable to the banking industry; (e) expenses reasonably incurred in connection with the transactions contemplated hereby; (f) changes attributable to or resulting from changes in general economic conditions affecting the banking industry generally, including, without limitation, changes in interest rates and loan delinquency rates (unless such Effect would not reasonably be expected to havehave a materially disproportionate impact on the business, assets, liabilities, results of operations or financial condition of the Seller and the Seller Subsidiaries taken as a Parent Material Adverse Effect. Except aswhole relative to other banking industry participants); or (g) the payment of any amounts due to, individually or the provision of any other benefits to, any officers or employees under employment Contracts, non-competition agreements, employee benefit plans, severance agreements or other arrangements in existence as of the date of or contemplated by this Agreement, in each case only if disclosed in Section 2.1(d) of the Seller Disclosure Schedule, provided that the payment of any such amounts or the provision of any such benefits shall be made in the aggregateordinary course consistent with past practices or paid in accordance with such Contracts, has not hadagreements, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary plans or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicablearrangements. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent The Seller is a real estate investment corporation duly organized, validly existing and in good standing under the laws of the State of Kansas, a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and a financial holding company under the ▇▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 and the regulations promulgated thereunder (the “GLB Act”). The Seller is also subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Each subsidiary of the Seller (a “Seller Subsidiary,” or collectively the “Seller Subsidiaries”) is a state banking association, corporation, limited liability company, limited partnership, or trust duly organized, validly existing and in good standing under the Laws laws of the State state of Marylandits incorporation or organization. Parent Each of the Seller and the Seller Subsidiaries has all the requisite trust corporate power and authority to own, lease and, to the extent applicable, and operate the Parent Properties properties it now owns or other assets owned by Parent holds under lease and to conduct carry on its business as it is now being conducted as of the date of this Agreement. Parent conducted, is duly qualified or licensed as a foreign business entity to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets properties owned, leased or, to the extent applicable, or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures jurisdictions in which the failure to be so qualified, qualified or licensed or in good standing aswould not, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Seller Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate Each Seller Subsidiary that is a Kansas bank has been in existence and complete copies of such documents as actively engaged in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documentsbusiness for five or more years. (b) Section 5.1(b) Each of the Parent Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of Seller and the type of Seller Subsidiaries has all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and orders (iv“Seller Approvals”) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority necessary to own, lease and, to the extent applicable, and operate the Parent Properties and its other assets their properties and to conduct carry on its business as it is now being conducted as conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”), the Securities and Exchange Commission (the “SEC”), the National Association of Securities Dealers, Inc. (the “NASD”), the United States Small Business Administration (the “SBA”), the Office of the date Kansas State Bank Commissioner, the Missouri Division of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do businessFinance, the Oklahoma Office of State Finance and the Florida Office of Financial Regulation, and is in good standingneither the Seller nor any Seller Subsidiary has received any notice of proceedings relating to the revocation or modification of any Seller Approvals, except in each jurisdiction case where the character of the Parent Properties such revocations or other assets ownedmodifications, operated or leased by it or the nature of its business makes failure to have such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing thatSeller Approvals would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Seller Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent A true and complete list 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 or organized, is set forth in the Seller Disclosure Schedule and on Annex A. The Seller or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock or other equity interests of each of the Seller Subsidiaries. Except for the Seller Subsidiaries, the Seller does not directly or indirectly owns own any capital stock or equity interest in, or investment (whether any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, any corporation, partnership, joint venture or debt) in any Person (other business association or entity, other than in the Parent Subsidiaries or ordinary course of business, and in no event in excess of 5% of the Parent JVs and investments outstanding equity securities of such entity. (d) As used in short-this Agreement, the term investment securities).“

Organization and Qualification; Subsidiaries. (a) Parent The Seller is a real estate investment trust corporation duly organized, validly existing and in good standing under the Laws of the State of MarylandFlorida and a registered bank holding company under the Bank Holding Company Act of 1956 and the regulations promulgated thereunder, as amended (the “BHCA”). Parent The Seller is subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Seller is not a financial holding company under the ▇▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 and the regulations promulgated thereunder, as amended (the “GLB Act”). Each subsidiary of the Seller (a “Seller Subsidiary,” or collectively the “Seller Subsidiaries”) is a state banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing under the Laws of the state of its incorporation or organization. Each of the Seller and the Seller Subsidiaries has all the requisite trust power and authority to own, lease and, to the extent applicable, and operate the Parent Properties properties it now owns or other assets owned by Parent holds under lease and to conduct carry on its business as it is now being conducted as of the date of this Agreement. Parent conducted, is duly qualified or licensed as a foreign business entity to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets properties owned, leased or, to the extent applicable, or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures jurisdictions in which the failure to be so qualified, qualified or licensed or in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Seller Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) Each of the Parent Disclosure Letter sets forthSeller and the Seller Subsidiaries has all Consents and Orders (“Seller Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”) and the Florida Office of Financial Regulation, and neither the date hereof, a true, correct Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals. (c) A true and complete list of the Parent Subsidiaries and Parent JVsSeller Subsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, Seller’s percentage ownership of each Parent Seller Subsidiary or Parent JV, and (ii) Laws under which the type Seller Subsidiary is incorporated or organized, is set forth in the Seller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and percentage of interest held, directly record all of the outstanding shares of capital stock or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes equity interests of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnershipof the Seller Subsidiaries. Except asfor the Seller Subsidiaries, individually or in the aggregate, has Seller does not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns own any capital stock or equity interest in, or investment (whether any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, any corporation, partnership, joint venture or debt) in any Person (other business association or other Person, other than in the Parent Subsidiaries or ordinary course of business and in no event in excess of 5% of the Parent JVs and investments outstanding equity securities of such Person. (d) As used in short-this Agreement, the term investment securities).“

Organization and Qualification; Subsidiaries. (a) Parent Section 2.01 of the Company Disclosure Letter sets forth a complete and correct list of the name and jurisdiction of organization of each “significant subsidiary” of the Company as such term is a real estate investment trust defined in Regulation S-X promulgated by the SEC, as well as the percentage of outstanding equity interests of such “significant subsidiary” owned by the Company or any of its Subsidiaries. The Company is duly organized, validly existing and in good standing under the Laws laws of the State its jurisdiction of Maryland. Parent has incorporation, with all requisite trust corporate power to own its properties and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent and to conduct its business as it is being conducted as currently conducted. Each of the date of this Agreement. Parent is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, leased or, to the extent applicable, operated 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 as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of the Parent Company’s Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the its jurisdiction of its organization incorporation or incorporationorganization, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction except where the character of the Parent Properties or other assets owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures failure to be so qualifiedorganized, licensed or existing and in good standing that, individually or in the aggregate, have has not had, had and would not reasonably be expected to have, have a Parent Material Adverse EffectEffect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). Except asEach of the Company’s Subsidiaries has all corporate or similar powers and authority required to own, individually or in lease and operate its respective properties and carry on its business as now conducted, except where the aggregate, failure to have such power and authority has not had, had and would not reasonably be expected to have, have a Parent Material Adverse EffectEffect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). Each of the Company and its Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it 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 a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). The Company has heretofore furnished, or otherwise made available, to Parent a complete and correct copy of the certificate of incorporation and the bylaws, each Parent Subsidiary or Parent JV is in compliance with as amended to the terms date hereof, of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicableCompany. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust an exempted company, duly organized, validly existing and in good standing or similar concept under the Laws of Bermuda. Amalgamation Sub is a Bermuda exempted company, duly organized, validly existing and in good standing or similar concept under the State Laws of MarylandBermuda. 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 formation, except for such failures to be in good standing that would not reasonably be expected to be material to the Parent Group Companies taken as a whole. Each Parent Group Company has all the requisite trust company or corporate, limited liability company, limited partnership or other applicable business entity power and authority to own, lease and, to the extent applicable, and operate the Parent Properties or other assets owned by Parent its properties and to conduct carry on its businesses as presently conducted. Amalgamation Sub has not engaged in any business as since it was incorporated which is being conducted as of the date of not in connection with this Agreement. Parent is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character 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 Properties or other assets owned, leased or, has delivered to the extent applicable, operated 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 as, individually or in the aggregate, have not had, Company complete and would not reasonably be expected to have, a Parent Material Adverse Effect. The correct copies of the Parent Parent’s and Amalgamation Sub’s respective Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. , and neither Parent nor Amalgamation Sub is in compliance in all material respects with the terms violation of any of the Parent provisions of its respective Governing Documents. (b) Section 5.1(bEach Parent Group Company is duly qualified or licensed to transact business and is in good standing or similar concept (if applicable) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the Parent Disclosure Letter sets forthbusiness conducted by it, as of makes such qualification or licensing necessary, except in such jurisdictions where the date hereof, a true, correct failure to be so duly qualified or licensed and complete list of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization in good standing or incorporation, as the case may be, of each Parent Subsidiary or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and similar concept would not reasonably be expected to have, have a Parent Material Adverse Effect. (c) Parent conducts its insurance operations through its Subsidiaries set forth in Schedule 5.1(c) (which, each for the avoidance of doubt, excludes service companies, holding companies and other intermediary companies) (collectively, the “Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws Insurance Subsidiaries”). Each of the Parent Insurance Subsidiaries is, where required, (i) duly licensed or authorized as an insurance company in its jurisdiction of its organization or incorporation, (ii) duly licensed or authorized as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it an insurance company or is being conducted as of the date of this Agreement. Each Parent Subsidiary an eligible excess or Parent JV is duly qualified or licensed to do business, and is in good standingsurplus lines insurer, in each other jurisdiction where the character of the Parent Properties or other assets owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures is required to be so qualifiedlicensed, licensed authorized or eligible and (iii) duly authorized or eligible in good standing that, individually or its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the aggregateParent Statutory Financial Statements, have not hadexcept where the failure to be so licensed, and authorized or eligible would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected material to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Insurance Subsidiaries or the Parent JVs and investments in short-term investment securities)taken as a whole.

Organization and Qualification; Subsidiaries. FPM and each of its -------------------------------------------- subsidiaries listed on Schedule 2.01 hereto (aeach a "Subsidiary" and ------------- collectively, the "Subsidiaries") Parent is a real estate investment trust duly organized, validly existing and in good standing under the Laws laws of the State jurisdiction of Maryland. Parent its incorporation or organization, as the case may be, and has all requisite trust power corporate (or, in the case of each subsidiary which is a limited liability company or limited partnership, limited liability company or limited partnership) power, authority and authority legal right to own, operate and lease and, to the extent applicable, operate the Parent Properties or other its assets owned by Parent and properties and to conduct its business as the businesses in which it is being conducted as of the date of this Agreementnow engaged. Parent Each Group Member is duly qualified to transact business as a foreign corporation, limited liability company or licensed to do business, and limited partnership in all jurisdictions wherein it is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, leased or, to the extent applicable, operated by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures required to be so qualified, licensed or in good standing as, individually or in qualified except where the aggregate, have not had, and failure to be so qualified would not reasonably be expected to have, have a Parent Material Adverse Effect. The copies FPM does not have any subsidiaries, whether direct or indirect, other than the Subsidiaries. Other than the Subsidiaries and other than as set forth on Schedule 2.01 hereto, no ------------- Group Member owns any capital stock or other equity or proprietary interest, directly or indirectly through any Subsidiary or otherwise, in any corporation, association, trust, partnership, joint venture, limited liability company or other entity or has any agreement, right or obligation to acquire any such capital stock or other equity or proprietary interest and is not a partner or joint venturer with any other person or entity or a member of any other entity. Copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate certificate or articles of incorporation and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) of the Parent Disclosure Letter sets forthby-laws, as of the date hereof, a true, correct and complete list of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization or incorporationlimited liability company operating agreement or limited partnership agreement, as the case may be, of each Parent Subsidiary Group Member and each other entity listed on Schedule 2.01 ------------- have been delivered to the Purchaser on or Parent JVprior to the Effective Date, (ii) which copies are complete and correct and include all amendments, modifications or supplements thereto as of the type Effective Date. No Group Member is in violation of and percentage any material term or provision of interest held, directly its certificate or indirectly, by Parent articles of incorporation or a Parent Subsidiary by-laws or limited liability operating agreement or limited partnership agreement or in each Parent Subsidiary violation of any material term or Parent JV, (iii) provision of the names organizational documents of and any of the type other entities listed in Schedule 2.01. ------------- Schedule 2.01 lists the state of and percentage of interest held by any Person other than Parent incorporation or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes organization of each Parent Subsidiary or Parent JV entity ------------- shown thereon and each state where such entity is qualified to transact business as a REITforeign corporation, a QRS, a TRS, limited liability company or a limited partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent REIT I is a real estate investment trust duly organized, validly existing and in good standing as an unincorporated association under the Laws laws of the State of Maryland. Parent California and has all the requisite trust power and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent its properties and to conduct carry on its business as it is now being conducted as of the date of this Agreementconducted. Parent REIT I is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, leased or, to the extent applicable, operated 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 as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, have a Parent 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. Except asEach 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, has not had, and would not reasonably be expected to have, have a Parent REIT I Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (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) Neither Parent REIT I nor any Parent REIT I Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the Parent REIT I Subsidiaries or the Parent JVs and investments in short-term investment securities). (e) REIT I has made available to NNN REIT complete and correct copies of the REIT I Governing Documents. REIT I is in compliance with the terms of its REIT I Governing Documents in all material respects. True and complete copies of REIT I’s minute books, as applicable, have been made available by REIT I to NNN REIT. (f) REIT I has not exempted any “Person” from the “Ownership Limit” or the “Common Shares Ownership Limit,” as such terms are defined in the REIT I Charter, or issued any REIT I Excess Shares or waived any requirement that REIT I Excess Shares be issued.

Organization and Qualification; Subsidiaries. (a) Parent The Seller is a real estate investment trust corporation duly organized, validly existing and in good standing under the Laws of the State of MarylandMissouri and a registered bank holding company under the Bank Holding Company Act of 1956 and the regulations promulgated thereunder, as amended (the “BHCA”). Parent The Seller is also subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Each subsidiary of the Seller (a “Seller Subsidiary,” or collectively the “Seller Subsidiaries”) is a state banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing under the Laws of the state of its incorporation or organization. Each of the Seller and the Seller Subsidiaries has all the requisite trust power and authority to own, lease and, to the extent applicable, and operate the Parent Properties properties it now owns or other assets owned by Parent holds under lease and to conduct carry on its business as it is now being conducted as of the date of this Agreement. Parent conducted, is duly qualified or licensed as a foreign business entity to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets properties owned, leased or, to the extent applicable, or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures jurisdictions in which the failure to be so qualified, qualified or licensed or in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Seller Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate Each Seller Subsidiary that is a Missouri bank has been in existence and complete copies of such documents as actively engaged in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documentsbusiness for five (5) or more years. (b) Section 5.1(b) Each of the Parent Disclosure Letter sets forthSeller and the Seller Subsidiaries has all Consents and Orders (“Seller Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”), and the Missouri Division of Finance, and neither the date hereofSeller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals, except in each such case where such revocation or modification, or the failure to have such Seller Approvals (other than all required authorizations from the Federal Reserve Board, the FDIC and the Missouri Division of Finance) would not have a true, correct Seller Material Adverse Effect. (c) A true and complete list of the Parent Subsidiaries and Parent JVsSeller Subsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, Seller’s percentage ownership of each Parent Seller Subsidiary or Parent JV, and (ii) Laws under which the type Seller Subsidiary is incorporated or organized, is set forth in the Seller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) record all of the names outstanding shares of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes capital stock of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnershipof the Seller Subsidiaries. Except asfor the Seller Subsidiaries, individually or in the aggregate, has Seller does not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns own any capital stock or equity interest in, or investment (whether any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, any corporation, partnership, joint venture or debt) in any Person (other business association or other Person, other than in the Parent Subsidiaries or ordinary course of business and in no event in excess of 5% of the Parent JVs and investments outstanding equity securities of such Person. (d) As used in short-this Agreement, the term investment securities).“

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland. Nevada. (b) Parent has all requisite trust corporate power and corporate authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Parent is duly qualified to do business and, to the extent such concept is applicable, operate the Parent Properties or other assets owned by Parent and to conduct its business as it is being conducted as of the date of this Agreement. Parent is duly qualified or licensed to do business, and is in good standing, standing in each jurisdiction where the character ownership, leasing or operation of the Parent Properties its properties or other assets owned, leased or, to the extent applicable, operated by it or the nature conduct of its business makes requires such qualification, licensing or good standing necessary, except for such failures where the failure to be so qualified, licensed qualified or in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect. The copies of . (c) Parent has made available to the Parent Governing Documents most recently filed with the Parent SEC Documents are Company accurate and complete copies of such documents the Second Amended and Restated Articles of Incorporation of Parent (as amended, the “Parent Charter”) and Second Amended and Restated Bylaws of Parent (as amended, the “Parent Bylaws”), each as in effect as of the date of this Agreement. Parent is not in compliance in all material respects with the terms violation of the Parent Governing DocumentsCharter or the Parent Bylaws in any material respect. (bd) As of the date of this Agreement, Section 5.1(b4.1(d) of the Parent Disclosure Letter Schedule sets forth, as of the date hereof, forth a true, correct true and complete list of the Parent Subsidiaries each Subsidiary of Parent, including its name, type of entity and Parent JVs, together with (i) the jurisdiction of organization its organization. Each such Subsidiary is a corporation or incorporationlimited liability company, as the case may be, of each Parent Subsidiary duly formed or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and and, to the extent such concept is applicable, in good standing (to the extent applicable) under the Laws of the its jurisdiction of its organization incorporation or incorporation, as the case may be, and organization. Each such Subsidiary has the all requisite organizational corporate or limited liability company power and authority to own, lease and, to the extent applicable, and operate the Parent Properties its respective properties and its other assets and to conduct carry on its business respective businesses as it is they are now being conducted as of the date of this Agreementconducted. Each Parent such Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, business in each jurisdiction where the character ownership, leasing or operation of the Parent Properties its properties or other assets owned, operated or leased by it or the nature conduct of its business makes requires such qualification, licensing or good standing necessary, except for such failures where the failure to be so qualified, licensed qualified or in good standing that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect. Except asas set forth in Section 4.1(d) of the Parent Disclosure Schedules, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither neither Parent nor any Parent Subsidiary directly of its Subsidiaries owns or indirectly owns holds the right to acquire any stock, partnership interest or investment (whether equity joint venture interest or debt) other Equity Interest in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities)Person.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust corporation duly organized, validly existing and in good standing under the Laws laws of the State of Maryland. Parent Delaware and has all requisite trust the corporate power and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent own its properties and to conduct carry on its business as it is now being conducted as conducted. Each of Parent and Merger Sub has the date of necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. Each of Parent and Merger Sub is duly licensed or qualified or licensed to do business, and is in good standing, standing (or equivalent status as applicable) in each jurisdiction where in which the character of the Parent Properties assets owned or other assets owned, leased or, to the extent applicable, operated by it or the nature character of its business makes such qualification, licensing or good standing necessary, except for such failures activities require it to be so qualified, licensed or qualified or in good standing as(or equivalent status as applicable), individually or in the aggregate, have not had, and except as would not reasonably be expected to have, have a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(bThe execution and delivery by Parent and Merger Sub of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Parent and Merger Sub, except for the Parent Stockholder Approval, and in the case of the Merger, the adoption of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (c) Parent has the necessary corporate power and authority to enter into the Loan Agreement and each Ancillary Agreement to which it is or will be a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Parent of the Loan Agreement and each Ancillary Agreement to which it is or will be a party, the performance by Parent of its obligations thereunder and the consummation by Parent of the transactions contemplated thereby have been, or will be, duly authorized by all requisite action on the part of Parent. The Loan Agreement and each Ancillary Agreement will be duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by the other parties thereto) the Loan Agreement and each Ancillary Agreement will constitute, a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (d) Schedule 5.01(d) of the Parent Disclosure Letter sets forth, forth a list as of the date hereof, a true, correct and complete list hereof of the Subsidiaries of Parent Subsidiaries and their respective jurisdictions of organization. Each Subsidiary of Parent JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicablesuch concept is recognized in the relevant jurisdiction) under the Laws of the its respective jurisdiction of its organization or incorporation, as the case may be, incorporation and has the requisite organizational corporate power and authority to own, lease and, to the extent applicable, operate the Parent Properties own its properties and its other assets and to conduct carry on its business as it is now being conducted as of the date of this Agreementconducted. Each Subsidiary of Parent Subsidiary or Parent JV is duly licensed or qualified or licensed to do business, and is in good standing, standing (or equivalent status as applicable) in each jurisdiction where in which the character of the Parent Properties or other assets owned, operated owned or leased by it or the nature character of its business makes such qualification, licensing or good standing necessary, except for such failures activities require it to be so qualified, licensed or qualified or in good standing that(or equivalent status as applicable), individually or in the aggregate, have not had, and except as would not reasonably be expected to have, have a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (ci) Neither Parent nor any or a Subsidiary of Parent Subsidiary owns, directly or indirectly owns any interest or investment (whether indirectly, all equity or debt) interests in any Person (the Subsidiaries of Parent, in each case, free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws; (ii) all equity interests in the Subsidiaries of Parent have been duly authorized and are validly issued, fully paid and non-assessable; and (iii) there are no outstanding options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the equity interests in the Subsidiaries of Parent. (e) Merger Sub is a direct, wholly-owned Subsidiary of Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement and prior to the Closing Date will have engaged in no other business activities. The copies of the certificate of incorporation and bylaws of Merger Sub that were previously furnished or made available to Citrix are true, complete and correct copies of such documents as in effect on the Parent JVs and investments in short-term investment securities)date of this Agreement.

Organization and Qualification; Subsidiaries. (a) Parent The Company is a real estate investment trust corporation duly organized, validly existing and in good standing under the Laws laws of Delaware and has the State of Maryland. Parent has all requisite trust corporate power and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent and to conduct its business as it is now being conducted as of the date of this Agreementconducted. Parent The Company is duly qualified or licensed 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 Parent Properties or other assets owned, leased or, to the extent applicable, 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, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing aswould not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has made available to Parent and Purchaser, prior to the execution of this Agreement, true and complete copies of any amendments to the Company Governing Documents not hadfiled as of the date hereof with the SEC. The Company is in compliance with the terms of the Company Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) of the Parent Disclosure Letter Schedule 3.1 sets forth, as of the date hereof, forth a true, correct true and complete list of the Parent Subsidiaries and Parent JVsof the Company (each a “Company Subsidiary”), together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary. Each Company Subsidiary is in compliance in all material respects with the terms of its constituent organizational or governing documents. The Company has made available to Parent and Purchaser, prior to the execution of this Agreement, true and complete copies of the constituent organizational and governing documents, as applicable, of each Company Subsidiary. Each Company Subsidiary is a corporation duly organized or Parent JVformed, validly existing and in good standing (iior has equivalent status, to the extent such concept exists) under the type laws of its jurisdiction of organization or formation and percentage of interest held, directly has the requisite corporate power and authority to conduct its business as now being conducted. Each Company Subsidiary is duly qualified or indirectly, by Parent or a Parent Subsidiary licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each Parent Subsidiary jurisdiction in which the nature of its business or Parent JVthe ownership, (iii) leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the names of and the type of and percentage of interest held by any Person other than Parent failure to be so qualified or a Parent Subsidiary licensed or to be in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and good standing would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Company Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent Each of the Company and its subsidiaries is a real estate investment trust corporation duly organized, validly existing and in good standing under the Laws laws of the State jurisdiction of Maryland. Parent its incorporation and has all the requisite trust corporate power and authority necessary to own, lease and, and operate the properties it purports to the extent applicableown, operate the Parent Properties or other assets owned by Parent lease and to conduct carry on its business as it is now being conducted as conducted, except where the failure to be so organized, existing and in good standing or to have such power or authority would not reasonably be expected to have a Material Adverse Effect. Each of the date of this Agreement. Parent Company and 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 Parent Properties or other assets its properties owned, leased or, to the extent applicable, or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing as, individually or in the aggregate, have not had, and that would not reasonably be expected to have, have a Parent Material Adverse Effect. The copies A true and complete list of all of the Parent Governing Documents most recently filed Company's "significant" subsidiaries, as defined in Regulation S-X, is included as an exhibit to the Company's 1997 Annual Report on Form 10-K (the "Company Significant Subsidiaries"). The Company has furnished or will furnish to Beta a list of all subsidiaries of the Company together with the Parent SEC Documents are accurate jurisdiction of incorporation of each such subsidiary and complete copies the percentage of each such documents as subsidiary's outstanding capital stock owned by the Company or another subsidiary of the Company in effect as Section 2.01of the written disclosure schedule previously delivered by the Company to Beta (the "Company Disclosure Schedule") or in Section 2.01 of the supplement to the Company Disclosure Schedule to be delivered to Beta not later than 14 days from the date of this AgreementAgreement (the "Supplemental Company Disclosure Schedule"). Parent is Except as set forth in compliance in all material respects with the terms Section 2.01 of the Parent Governing Documents. (b) Section 5.1(b) of the Parent Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, operated or leased by it Schedule or the nature of its business makes such qualificationCompany SEC Reports (as defined in Section 2.07 below), licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have Company does not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns own any equity or similar interest in, or any interest convertible into or investment (whether exchangeable or exercisable for, any equity or debt) in similar interest in, any Person corporation, partnership, joint venture or other business association or entity (other than its wholly-owned subsidiaries), with respect to which interest the Company has invested (and currently owns) or is required to invest $10,000,000 or more, excluding securities in any publicly-traded company held for investment by the Parent Subsidiaries or Company and comprising less than five percent of the Parent JVs and investments in short-term investment securities)outstanding stock of such company.

Organization and Qualification; Subsidiaries. (a) Parent The Company is a real estate investment trust company duly organized, validly existing and in good standing under the Laws laws of the State of MarylandBritish Virgin Islands. Parent The Company has all the requisite trust corporate power and authority necessary to own, lease and, to the extent applicable, and operate the Parent Properties or other assets owned by Parent its properties and to conduct carry on its business as it is now being conducted conducted. The Company is in possession of all material franchises, grants, authorizations, licenses, permits, easements, consents, waivers, qualifications, certificates, Orders and approvals (collectively, “Approvals”) necessary to own, lease and operate its properties and to carry on its business as of the date of this Agreementit is now being conducted. Parent 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 Parent Properties or other assets properties owned, leased or, to the extent applicable, or operated by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures to the extent that the failure to be so qualified, qualified or licensed or in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Company Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent Best Elite is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is company duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction of its organization or incorporation, as the case may be, British Virgin Islands and has all the requisite organizational corporate power and authority necessary to own, lease and, to the extent applicable, and operate the Parent Properties and its other assets properties and to conduct carry on its business as it is now being conducted as conducted. (b) Each Subsidiary of the date Company is a legal entity, duly organized, validly existing and in good standing under the laws of this Agreementits respective jurisdiction of incorporation or organization. Each Parent Subsidiary or Parent JV of the Company 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 the Company is in possession of all material 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 Parent Properties or other assets properties owned, leased or operated or leased by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures to the extent that the failure to be so qualified, qualified or licensed or in good standing that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Company Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Neither Parent Except as set forth in Section 2.1(c) of the Company Disclosure Schedule, neither the Company nor any Parent Subsidiary of its Subsidiaries owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, directly or indirectly owns indirectly, any interest or investment (whether equity or debt) in similar interest in, any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities)Person.

Organization and Qualification; Subsidiaries. (a) Parent The Company and each Company Subsidiary that constitutes a “significant subsidiary” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Exchange Act (each, a “Significant Subsidiary”) is a real estate investment trust corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the State jurisdiction of Marylandits incorporation or organization. Parent The Company and each Significant Subsidiary has all the requisite trust corporate or other legal entity, as the case may be, power and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent and to conduct carry on its business as it is now being conducted conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and each Significant Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction where the conduct of its business requires such qualification or licensing, except where the failure to be so qualified, in good standing or licensed 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 or filed with the SEC true and complete copies of (i) the Third Amended and Restated Certificate of Incorporation of the Company and all amendments thereto (as amended, restated, supplemented or otherwise modified, the “Company Charter”), (ii) the Amended and Restated By-Laws of the Company and all amendments thereto (as amended, restated, supplemented or otherwise modified, the “Company Bylaws”), (iii) the certificate of incorporation, bylaws and other charter and organizational documents of each Significant Subsidiary, including all amendments thereto as of the date of this Agreement. Parent is duly qualified or licensed to do business, and (iv) each code of conduct or similar policy adopted by the Company Board or any committee thereof. None of the Company or any of its Significant Subsidiaries is in good standing, violation in each jurisdiction where the character any material respect of any of the Parent Properties or other assets owned, leased or, to the extent applicable, operated 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 as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. The copies provisions of the Parent Governing Documents most recently filed with certificate of incorporation or bylaws (or equivalent charter and organizational documents) of such Entity. (c) Section 3.01(c) of the Parent SEC Documents are accurate Company Disclosure Letter sets forth a true and complete copies of such documents as in effect list as of the date of this AgreementAgreement of each Company Subsidiary, together with its jurisdiction of incorporation or organization and the percentage of capital stock or other equity interest held by any person other than the Company or another Company Subsidiary. Parent is in compliance in all material respects with Neither the terms Company nor any of the Parent Governing DocumentsCompany Subsidiaries owns any capital stock of, or any equity interest of any nature in, any other Entity, other than (i) another Company Subsidiary or (ii) equity securities of publicly-traded Entities acquired for cash management or passive investment purposes in the ordinary course of business. Neither the Company nor any Company Subsidiary is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or capital contribution to any other Entity. (bd) Section 5.1(b) of the Parent Disclosure Letter sets forth, as of the date hereof, The Company or a true, correct and complete list of the Parent Subsidiaries and Parent JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Company Subsidiary or Parent JV, (ii) the type of and percentage of interest heldowns, directly or indirectly, by Parent all of the issued and outstanding shares of capital stock or other equity securities of each of the Company Subsidiaries, free and clear of any material Liens (other than Permitted Liens or transfer and other restrictions under applicable federal and state securities Laws or applicable foreign Laws), and all of such outstanding shares of capital stock or other equity securities have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (e) There are no outstanding, existing or other agreements to grant, extend or enter into any (i) options, warrants, calls, subscriptions, rights of first refusal, rights of first offer, agreements, convertible or exchangeable securities, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, equity-based compensation or other similar rights, agreements or commitments of any character to which any Company Subsidiary is a Parent party obligating such Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in each Parent any Company Subsidiary or Parent JVsecurities convertible into or exchangeable for such shares or equity interests relating to or based on the value of the equity securities of any Company Subsidiary, (ii) obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or equity securities of any Company Subsidiary or (iii) voting trusts or similar agreements to which the names Company is a party with respect to the voting or registration of and the type capital stock of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Company Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes any other equity interest of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicableany Company Subsidiary. (c) Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries or the Parent JVs and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent The Seller is a real estate investment trust corporation duly organized, validly existing and in good standing under the Laws of the State of MarylandFlorida and a registered bank holding company under the Bank Holding Company Act of 1956 and the regulations promulgated thereunder, as amended (the “BHCA”). Parent The Seller is subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Seller is not a financial holding company under the G▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 and the regulations promulgated thereunder, as amended (the “GLB Act”). Each subsidiary of the Seller (a “Seller Subsidiary,” or collectively the “Seller Subsidiaries”) is a state banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing under the Laws of the state of its incorporation or organization. Each of the Seller and the Seller Subsidiaries has all the requisite trust power and authority to own, lease and, to the extent applicable, and operate the Parent Properties properties it now owns or other assets owned by Parent holds under lease and to conduct carry on its business as it is now being conducted as of the date of this Agreement. Parent conducted, is duly qualified or licensed as a foreign business entity to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets properties owned, leased or, to the extent applicable, or operated by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures jurisdictions in which the failure to be so qualified, qualified or licensed or in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Seller Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) Each of the Parent Disclosure Letter sets forthSeller and the Seller Subsidiaries has all Consents and Orders (“Seller Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”) and the Florida Office of Financial Regulation, and neither the date hereof, a true, correct Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals. (c) A true and complete list of the Parent Subsidiaries and Parent JVsSeller Subsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, Seller’s percentage ownership of each Parent Seller Subsidiary or Parent JV, and (ii) Laws under which the type Seller Subsidiary is incorporated or organized, is set forth in the Seller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and percentage of interest heldrecord all of the outstanding shares of capital stock or other equity interests of each of the Seller Subsidiaries. Except for the Seller Subsidiaries, the Seller does not directly or indirectlyindirectly own any capital stock or equity interest in, by Parent or a Parent Subsidiary in each Parent Subsidiary any interests convertible into or Parent JVexchangeable or exercisable for any capital stock or equity interest in, (iii) the names of and the type of and percentage of interest held by any Person corporation, partnership, joint venture or other business association or other Person, other than Parent or a Parent Subsidiary in each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in the aggregateordinary course of business and in no event in excess of 5% of the outstanding equity securities of such Person. (d) As used in this Agreement, has not had, and would not reasonably be expected to have, a Parent the term “Seller Material Adverse Effect” means any effect, change, event, fact, condition, occurrence or development (each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicablean “Effect”) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets 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 aggregateaggregate with other Effects, have not had(i) is material and adverse to the business, assets, liabilities, results of operations or financial condition of the Seller and would not reasonably be expected the Seller Subsidiaries taken as a whole, and/or (ii) materially impairs the ability of the Seller to haveconsummate the transactions contemplated hereby; provided, a Parent however, that the term “Seller Material Adverse Effect. Except as” shall not be deemed to include the impact of: (a) any Effect to the extent resulting from the announcement of this Agreement or the transactions contemplated hereby, individually (b) any action taken or not taken by the Seller or the Seller Subsidiaries in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance accordance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JVand covenants contained in this Agreement, as applicable. (c) Neither Parent nor any Parent Subsidiary directly changes in Laws or indirectly owns interpretations thereof that are generally applicable to the banking industry, (d) changes in GAAP that are generally applicable to the banking industry, (e) expenses reasonably incurred in connection with the transactions contemplated hereby, (f) changes attributable to or resulting from changes in general economic conditions affecting the banking industry generally, or (g) the payment of any interest amounts due to, or investment (whether equity the provision of any other benefits to, any officers or debtemployees under employment Contracts, non-competition agreements, employee benefit plans, severance agreements or other arrangements in existence as of the date of or contemplated by this Agreement, in each case only if disclosed in Section 2.1(d) in of the Seller Disclosure Schedule, provided that the payment of any Person (other than such amounts or the provision of any such benefits shall be made in the Parent Subsidiaries ordinary course consistent with past practices or the Parent JVs and investments paid in short-term investment securities)accordance with such Contracts, agreements, plans or arrangements.