Common use of Company Subsidiaries Clause in Contracts

Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, each of the Company Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act and the Exchange Act). There are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this AgreementMay 4, 2021, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, each of the Company Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act and the Exchange Act). There are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this AgreementMay 4, 2021, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this AgreementMay 4, 2021. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (ia) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding shares of capital stock or voting securities of, or other voting securities or ownership equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are (other than qualifying shares and shares held by natural persons pursuant to requirements of the Company Subsidiaries is Law of non-U.S. jurisdictions) wholly owned by the Company, directly by another Company Subsidiary or indirectlyby the Company and another Company Subsidiary, free and clear of any Lien all Liens, and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other stock, voting securities or ownership interests (other than equity interests) except for restrictions under the Securities Act and the Exchange Act)imposed by applicable securities Laws and, in each case, except for Permitted Liens. There are no outstanding (aSection 4.02(a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company SubsidiaryDisclosure Letter sets forth, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations a true and complete list of the Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held (including capital account balances for any entity treated as a partnership for income tax purposes from the most recently filed relevant Tax Return), directly or indirectly, by the Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held (including capital account balances for any entity treated as a partnership for income tax purposes from the most recently filed relevant Tax Return) by any Person other than the Company or a Company Subsidiary in each Company Subsidiary and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary. (b) Except for the capital stock and voting securities of, and other equity interests in, the Company Subsidiaries, neither the Company nor any Company Subsidiary to repurchaseowns, redeem directly or otherwise acquire indirectly, any capital stock or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interests in, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity other than ordinary course investments in publicly traded securities constituting one percent or less of the Company Subsidiary Securities. Each a class of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws outstanding securities of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectentity.

Company Subsidiaries. (a) Each Company Subsidiary is a corporation or other entity duly incorporated or organized, validly existing and, in jurisdictions where such concept is recognized, in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or other organizational powers, as applicable, and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. All Company Subsidiaries and their respective jurisdictions of incorporation or organization are identified on Section 3.6 3.06(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company Schedule. (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (ib) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, of each of the Company Subsidiaries Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act and the Exchange Act)Permitted Liens. There are no outstanding (ai) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares equity interests of capital stock or other voting securities or ownership interests in any Company Subsidiary or Subsidiary, (bii) options warrants, calls, options, or other rights to acquire from the Company or any Company Subsidiary, or other obligation obligations of the Company or any Company Subsidiary to issue, any capital stock equity interests or other voting securities or ownership interests in, or any securities convertible into or exchangeable for equity interests of any Company Subsidiary or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or ownership interests in, any Company Subsidiary (the items in clauses (aSections 3.06(b)(i) and (bthrough 3.06(b)(iii) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there There are no binding outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Company Subsidiaries. (a) Section 3.6 of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company Company’s Subsidiaries (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile domicile, and its status for U.S. federal income tax purposes as whether such Company Subsidiary is (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each each, a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each each, a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, an entity that is disregarded as an entity separate from its owner under Treasury Regulations Section 301.7701-3 or (v) an entity taxable as a disregarded entity. partnership under Subchapter K of the Code. (b) All of the outstanding capital stock of, or other voting equity securities or ownership interests in, each of the Company Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting equity securities or ownership interests (other than restrictions under the Securities Act and the Exchange Act). All outstanding shares of capital stock or other equity securities or ownership interests of each Company Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of the Constituent Documents of such Company Subsidiary. (c) There are no outstanding (ai) securities of the Company or any Company Subsidiary convertible into or exercisable or exchangeable for shares of capital stock or other voting equity securities or ownership interests in any Company Subsidiary or (bii) options options, restricted stock units, restricted stock, stock appreciation rights, phantom equity, or other equity or equity-based rights or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting equity securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting equity securities or ownership interests in, any Company Subsidiary (the items in clauses (ai) and (bii) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there There are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. . (d) Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or would reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement, neither the Company nor any Company Subsidiary is a party to or bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any Company Subsidiary Securities or which restrict the transfer of any such shares.

Company Subsidiaries. (a) Section 3.6 4.02(a) of the Company Disclosure Schedule lists, Letter lists all the Company Subsidiaries and their respective jurisdictions of organization. (b) Except as of the date of this Agreement, each Subsidiary set forth on Section 4.02(b) of the Company (eachDisclosure Letter, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All all of the outstanding shares of capital stock or voting securities of, or other voting securities or ownership equity interests in, each of the Company Subsidiaries is Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, directly or indirectly, free and clear of any Lien all Liens and free of from any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other stock, voting securities or ownership other equity interests), except for restrictions imposed by applicable securities law. (c) Except as set forth on Section 4.02(c) of the Company Disclosure Letter and except for the capital stock and voting securities of, and other equity interests (other than restrictions under in, the Securities Act and the Exchange Act). There are no outstanding (a) securities Company Subsidiaries, none of the Company or any Company Subsidiary convertible into owns, directly or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issueindirectly, any capital stock or other voting securities of, or ownership other equity interests in, or any securities interest convertible into or exchangeable for or exercisable for, any capital stock or other voting securities of, or ownership other equity interests in, any Person. (d) Section 4.02(d) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of (i) each entity (A) in which the Company or a Company Subsidiary has an equity interest and (B) that is not consolidated with the Company in the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended 2016 filed with the SEC (such entities, the “Joint Ventures”), (ii) (A) the number and type of outstanding capital stock or voting securities of, or other equity interests in, each Joint Venture (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Joint Venture Securities”). As of , and (B) the date of this Agreement, there are no binding obligations direct ownership percentage in each Joint Venture of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each that has a direct ownership interest in such Joint Venture and (iii) any (A) put options, or any other similar rights of any Person to sell its Joint Venture Securities to a Joint Venture or any other equityholder of such Joint Venture, or (B) call options, or any other similar rights of the Joint Venture or any other Person to acquire Joint Venture Securities from an equityholder of such Joint Venture. Neither the Company nor any of its Subsidiaries is duly organized, validly existing and in good standing under the Laws required to make any additional capital contributions to any Joint Venture. All of the jurisdiction in which it is organized Company’s and has its Subsidiaries’ Joint Venture Securities are held by the Company or such Subsidiary free and clear of all requisite power Liens and authority to own, lease and operate its properties and assets and to carry on its business as being conducted any other material restriction (including any restriction on the date right to vote, sell or otherwise dispose of this Agreement. Each of the Company Subsidiaries is duly qualifiedsuch capital stock, authorized voting securities or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessaryother equity interests), except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectfor restrictions imposed by applicable securities law.

Company Subsidiaries. (a) Each Company Subsidiary existing on the Agreement Date is set forth on Section 3.6 3.02(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entityLetter. All of the outstanding capital stock of, or other voting securities or ownership interests in, Equity Interests of each Company Subsidiary have been validly issued and are fully paid and nonassessable (to the extent such concept is applicable). All of the outstanding Equity Interests of each Company Subsidiaries is Subsidiary are owned by the Company, directly or indirectly, free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests all Liens (other than restrictions under on transfer imposed by federal and state securities Laws or the Securities Act and the Exchange ActOrganizational Documents of such Company Subsidiary). There are no preemptive or other outstanding rights, options, warrants, agreements, arrangements or commitments of any character under which any Company Subsidiary is or may become obligated to sell, or give any Person (aother than the Company or a Company Subsidiary) a right to acquire or in any way dispose of, any Equity Interests of such Company Subsidiary, and no securities or obligations evidencing such rights are issued or outstanding. There are no bonds, debentures, notes or other indebtedness of any Company Subsidiary, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of such Company Subsidiary on any matter. No Equity Interest of a Company Subsidiary held by any Person is subject to any voting trust agreements, proxies or other Contracts of such Company Subsidiary with respect to the voting, purchase, repurchase, dividend rights, disposition or transfer of the Equity Interests of such Company Subsidiary. (b) Other than (x) investments in cash equivalents and marketable securities (that, with respect to marketable securities, were acquired in accordance with the Company’s Amended and Restated Investment Policy as such policy was in effect as of July 25, 2022) and (y) the ownership by the Company or any Company Subsidiary convertible into of the Equity Interests of any other Company Subsidiary, neither the Company nor any Company Subsidiary (i) owns directly or exchangeable for shares indirectly any securities of capital stock or any Person other voting securities or ownership interests in any than a Company Subsidiary or (bii) options has any obligation or other rights has made any commitment to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for of any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed Person or to be in good standing would not, individually provide funds to or make any investment (in the aggregateform of a loan, reasonably be expected to have a Company Material Adverse Effectcapital contribution or otherwise) in any Person.

Company Subsidiaries. Section 3.6 6.4 of the Company Disclosure Schedule listsSchedules sets forth the name of each Company Subsidiary, and with respect to each Company Subsidiary (a) its jurisdiction of organization and (b) the percentage of ownership by the Company with respect to each Company Subsidiary. The foregoing represents all of the issued and outstanding equity interests of the Target Companies as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock ofequity securities of each Company Subsidiary are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable Laws, and owned by one or more of the Target Companies free and clear of all Liens (other voting securities than those, if any, imposed by such Company Subsidiary’s Organizational Documents or ownership interests in, each applicable Laws). There are no Contracts to which the Company or any of the Company Subsidiaries is owned a party or bound with respect to the voting (including voting trusts or proxies) or transfer of the equity interests of any Company Subsidiary other than the Organizational Documents of any such Company Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Company Subsidiary is a party or which are binding upon any Company Subsidiary providing for the issuance or redemption of any equity interests of any Company Subsidiary. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Company Subsidiary. No Company Subsidiary has any limitation, whether by Contract, Order, or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Other than the CompanyCompany Subsidiaries, no Target Company has any Subsidiaries. Except for the equity interests of the Company Subsidiaries listed on Section 6.4 of the Company Disclosure Schedules: (i) no Target Company owns or has any rights to acquire, directly or indirectly, free and clear of any Lien and free of any restriction on the right to voteequity interests of, sell or otherwise dispose of such capital stock Control, any Person, (ii) no Target Company is a participant in any joint venture, partnership or other voting securities or ownership interests similar arrangement and (other than restrictions under the Securities Act and the Exchange Act). There iii) there are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding contractual obligations of the a Target Company to provide funds to or make any Company Subsidiary loan or capital contribution to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectother Person.

Company Subsidiaries. Section 3.6 Schedule 3.1(b) of the Company Disclosure Schedule lists, as of the date of this Agreement, Letter sets forth each Subsidiary of the Company and each other corporate or non-corporate subsidiary in which the Company owns any direct or indirect voting, capital profits or other beneficial interest (each, a “Other Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction including a list of incorporation, formation each Subsidiary of the Company or domicile and its status for U.S. federal income tax purposes as (i) Other Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) or a “taxable REIT subsidiary” within the meaning of Section 856(1856(l) of the Code (each a “Taxable REIT Subsidiary”), together with (i) its respective jurisdiction of formation, (ii) each owner and the respective amount of such owner’s equity interest in such Subsidiary, (iii) an entity taxable as a corporation list of each jurisdiction in which such Subsidiary is qualified or licensed to do business and each assumed name under the Code that is neither a Qualified REIT which such Subsidiary nor a Taxable REIT Subsidiaryconducts business in any jurisdiction, and (iv) a partnershipthe classification for federal income tax purposes of each such Subsidiary and, or (v) a disregarded entityto the Knowledge of the Company, each Other Company Subsidiary. All of the outstanding shares of capital stock of, or other voting securities or ownership interests in, of each Subsidiary of the Company Subsidiaries that is a corporation have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly by another Subsidiary of the Company or indirectlyby the Company and another Subsidiary of the Company, free and clear of any Lien and all Encumbrances, other than Permitted Liens, and, other than Permitted Liens, free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the right to vote, sell sell, transfer, register or otherwise dispose of such capital stock the shares). All equity interests in each Subsidiary of the Company that is a partnership, limited liability company or other voting securities business trust are owned by the Company, by another Subsidiary of the Company, or ownership interests (by the Company and another Subsidiary of the Company, free and clear of all Encumbrances, other than restrictions under Permitted Liens, and, other than Permitted Liens, free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the Securities Act and right to vote, sell, transfer, register or otherwise dispose of the Exchange Actequity interests). There are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options options, warrants or other rights to acquire ownership interests of or from any Subsidiary of the Company or any Company Subsidiary, or other obligation Company. Each Subsidiary of the Company or any Company that is a corporation is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted, and each Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company that is a partnership, limited liability company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries business trust is duly organized, organized and validly existing and in good standing under the Laws laws of the its jurisdiction in which it is organized of organization and has all the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted on the date of this Agreementconducted. Each Subsidiary of the Company Subsidiaries is duly qualified, authorized qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing or operation of its properties makes such qualification, authorization licensing or licensing good standing necessary, except to other than in such jurisdictions where the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for interests in the Subsidiaries of the Company and investments in short-term investment securities, neither the Company nor any Subsidiary of the Company owns directly or indirectly any capital stock or other interest (equity or debt) in any other Person.

Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (ia) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding shares of capital stock or voting securities of, or other voting securities or ownership equity interests in, each of the Company Subsidiaries is Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, directly by a Company Subsidiary or indirectlyby the Company and a Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances, any Lien and free of other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other stock, voting securities or ownership other equity interests) and any security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other than third party rights or title defect of any kind or nature whatsoever, “Liens”), except for restrictions under the Securities Act imposed by applicable securities Laws and the Exchange Act). There are no outstanding (aexcept as set forth in Section 4.02(a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (bDisclosure Letter. Section 4.02(a) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issueDisclosure Letter sets forth, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations a true and complete list of the Company Subsidiaries, each such Company Subsidiary’s jurisdiction of organization and the class, number and percentage of its authorized, issued and outstanding shares of capital stock, voting securities or other equity interests, if any, that are not owned by the Company or a Company Subsidiary. (b) Except for the capital stock and voting securities of, and other equity interests in, the Company Subsidiaries, neither the Company nor any Company Subsidiary to repurchaseowns, redeem directly or otherwise acquire indirectly, any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organizedcapital stock or voting securities of, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to ownor other equity interests in, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualifiedor any interest convertible into or exchangeable or exercisable for, authorized any capital stock or licensed to do business in each jurisdiction in which the nature of its business voting securities of, or the ownershipother equity interests in, leasing any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectother entity.

Company Subsidiaries. (a) Section 3.6 4.02(a) of the Company Disclosure Schedule lists, Letter sets forth the name and jurisdiction of organization of each Company Subsidiary. (b) Except as of the date of this Agreement, each Subsidiary set forth in Section 4.02(b) of the Company (eachDisclosure Letter, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All all of the outstanding shares of capital stock or voting securities of, or other voting securities or ownership equity interests in, each of the Company Subsidiaries is Subsidiary have been validly issued and are fully paid and non-assessable and are owned by the Company, directly by a Company Subsidiary or indirectlyby the Company and a Company Subsidiary, free and clear of any Lien all Liens, excluding Company Permitted Liens, and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other stock, voting securities or ownership interests (other than equity interests), except for restrictions under the Securities Act and the Exchange Act)imposed by applicable securities Law. There are no not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (ai) any capital stock or any securities of such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, (ii) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from such Company Subsidiary, or any other obligation of such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, such Company Subsidiary, or (iii) any rights issued by, or other obligations of, such Company Subsidiary that are linked in any way to the price of any class of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, the value of such Company Subsidiary or any part of such Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. (c) Except for the capital stock and voting securities of, and other equity interests in, the Company Subsidiaries, none of the Company or any Company Subsidiary convertible into owns, directly or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issueindirectly, any capital stock or other voting securities of, or ownership other equity interests in, or any securities interest convertible into or exchangeable for or exercisable for, any capital stock or other voting securities of, or ownership other equity interests in, any Company Subsidiary (the items Person, in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As each case, other than securities of the date of this Agreement, there are no binding obligations of a publicly traded company held for investment by the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectordinary course of business.

Company Subsidiaries. Section 3.6 of the Company Disclosure (a) Set forth on Schedule lists4.5 is a true and correct list, as of the date of this AgreementAgreement (but giving effect to the Pre-Closing Restructuring), of (i) each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”)Company, (ii) a “taxable REIT subsidiary” within the meaning jurisdiction of Section 856(1) of the Code (formation for each a “Taxable REIT Subsidiary”), such Subsidiary and (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All ownership of the outstanding capital stock ofequity interests in each such Subsidiary. Except as disclosed on Schedule 4.5, the Company has no direct or indirect investment or interest in or control over any other voting securities or ownership interests in, each Person. (b) Each Subsidiary of the Company Subsidiaries is owned by duly formed, validly existing and in good standing under the Company, directly Laws of its jurisdiction of organization. Each such Subsidiary has all requisite power and authority to carry on its business as presently conducted. Seller has made available to Buyer true and complete copies of the Organizational Documents of each such Subsidiary as currently in effect. The Company owns (or indirectlyat the Closing will own) 100% of the equity interests of each such Subsidiary, free and clear of any Lien and free all Encumbrances, except (i) for restrictions on transfer that may be imposed by federal or state securities Laws, (ii) as set forth in the Organizational Documents of any restriction on the right to votesuch Subsidiary, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under as a result of any breach, default or noncompliance with the Securities Act terms thereof, and (iii) for Encumbrances that arise out of any actions taken by or on behalf of Buyer or its Affiliates after the Exchange Act)Closing. There Except as set forth on Schedule 4.5, there are no outstanding (ax) securities of the Company or any Company such Subsidiary convertible into or exchangeable for shares of capital stock or other equity interest or voting securities or ownership interests in of any Company Subsidiary or such Subsidiary; (by) options or other rights of any kind to acquire from Seller, the Company or any Company Subsidiaryother Person, or other obligation obligations of Seller, the Company, any Subsidiary of the Company or any Company Subsidiary other Person to issueissue or sell, any shares of capital stock or other equity interest or voting securities or ownership interests in, of any such Subsidiary or any securities convertible into or exchangeable for any such shares of capital stock or other equity interest or voting securities or ownership interests insecurities, any Company Subsidiary (other than the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations rights of the Company to acquire the Maxbass Newco Interests pursuant to this Agreement; or (z) equity equivalents or other similar rights of or with respect to any Company such Subsidiary. There are no outstanding obligations of any such Subsidiary to repurchase, redeem redeem, or otherwise acquire any of the Company Subsidiary Securities. Each foregoing securities, shares of the Company Subsidiaries is duly organizedcapital stock, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to ownoptions, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualifiedequity equivalents, authorized interests or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectrights.

Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (ia) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding shares of capital stock or voting securities of, or other voting securities or ownership equity interests in, each of the Company Subsidiaries is Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, directly by a Company Subsidiary or indirectlyby the Company and a Company Subsidiary, free and clear of any Lien all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other stock, voting securities or ownership other equity interests except as set forth in the Voting Agreement), except for restrictions imposed by applicable securities Laws. Except as set forth in this Section 4.2(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (other than restrictions under the Securities Act and the Exchange Act). There are no outstanding (ai) any capital stock or any securities of the Company or any such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or ownership other equity interests in in, such Company Subsidiary, (ii) any Company Subsidiary or (b) options warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from the Company or any such Company Subsidiary, or any other obligation of the Company or any such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or other voting securities of, or ownership other equity interests in, such Company Subsidiary or (iii) any rights issued by, or other obligations of, such Company Subsidiary that are linked in any way to the price of any class of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, the value of such Company Subsidiary or any part of such Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. Section 4.2(a) of the Company Disclosure Schedules contains a complete and accurate list as of the date of this Agreement of each of the Company Subsidiaries and their respective jurisdictions of organization. (b) Except for the capital stock and voting securities of, and other equity interests in, the Company Subsidiaries, none of the Company nor any Company Subsidiary owns, directly or indirectly, any capital stock or voting securities of, or other equity interests in, or any securities interest convertible into or exchangeable for or exercisable for, any capital stock or other voting securities of, or ownership other equity interests in, any Company Subsidiary (the items Person, in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreementeach case, there are no binding obligations of other than securities held for investment by the Company or any the Company Subsidiary to repurchase, redeem or otherwise acquire Subsidiaries in the ordinary course of business. (c) Neither the Company nor any of the Company Subsidiary Securities. Each Subsidiaries (i) owns any share capital of, or any equity interest of any nature in, any other Person, other than the Company Subsidiaries or (ii) has agreed or is duly organizedobligated to make, validly existing and in good standing or is bound by any Contract under the Laws of the jurisdiction in which it is organized and has all requisite power and authority may become obligated to ownmake, lease and operate its properties and assets and any material future investment in or material capital contribution to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectother Person.

Company Subsidiaries. Section 3.6 (a) The Company or another Company Subsidiary owns, directly or indirectly, all of the Company Disclosure Schedule lists, as issued and outstanding shares of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting equity securities or ownership interests in, of each of the Company Subsidiaries is owned by the Company, directly or indirectlySubsidiaries, free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests Liens (other than transfer restrictions under the Securities Act applicable federal and the Exchange Actstate securities Laws). There are no , and all of such outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting equity securities or ownership interests in any Company are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company owns any Shares or any Company Subsidiary to issue, any shares of capital stock or other voting securities equity interests in another person that is not a Subsidiary of the Company. (b) There are not issued, reserved for issuance, outstanding or ownership interests inexisting any (i) options, warrants, calls, commitments, agreements, derivative contracts, forward sale contracts, subscriptions, preemptive rights, stock appreciation rights, redemption rights, repurchase rights or other rights, convertible securities, agreements, commitments or undertakings of any character to which any Company Subsidiary is a party, or by which any Company Subsidiary is bound, obligating any of the Company Subsidiaries to issue, deliver, transfer or sell, or cause to be issued, delivered or sold, any shares of capital stock or other equity interest in any of the Company Subsidiaries or securities convertible into or exchangeable or exercisable for any capital stock such shares or other voting equity interests relating to or based on the value of the equity securities or ownership interests in, of any Company Subsidiary Subsidiary, (the items in clauses (aii) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or equity securities of the Company Subsidiary Securities. Each any of the Company Subsidiaries or (iii) voting trusts or similar agreements to which any Company Subsidiary is duly organized, validly existing and in good standing under a party with respect to the Laws voting or registration of the jurisdiction capital stock or other equity interest of any Company Subsidiary. No Company Subsidiary has any obligation to provide a material amount of funds to, or make any material investment (in which it is organized and has all requisite power and authority to ownthe form of a loan, lease and operate its properties and assets and to carry on its business capital contribution or otherwise) in, any Subsidiary (other than a wholly owned Company Subsidiary), except as being conducted on set forth in the date of this Agreement. Each Organizational Documents of the Company Subsidiaries is duly qualifiedSubsidiaries. No Company Subsidiary has any obligation to grant any preemptive or antidilutive or similar rights with respect to any security issued by the Company. (c) There are no outstanding bonds, authorized debentures, notes or licensed other Indebtedness of any Company Subsidiary having the right to do business in each jurisdiction in vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the nature shareholders or other equityholders of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectSubsidiary may vote.

Company Subsidiaries. Section 3.6 of (a) Except as set forth on Schedule 3.8, the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, each of the Company Subsidiaries is owned by the Companydoes not own, directly or indirectly, any capital stock or other securities of any corporation or have any direct or indirect equity or ownership interest in any other person, other than the Company Subsidiaries, excluding for this purpose mutual funds. Schedule 3.8 lists each Company Subsidiary, the jurisdiction of incorporation of each Company Subsidiary, and the authorized and outstanding capital stock of each Company Subsidiary. Each Company Subsidiary is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Each Company Subsidiary has all requisite corporate power and corporate authority to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve any Company Subsidiary are pending. (b) Except as otherwise indicated on Schedule 3.8, all the outstanding capital stock of each Company Subsidiary is owned directly by the Company, free and clear of any Lien all Encumbrances. All outstanding shares of capital stock of each Company Subsidiary have been validly issued and free are fully paid and nonassessable. No shares of capital stock of any restriction Company Subsidiary are subject to, nor have any been issued in violation of, preemptive or similar rights. (c) Except as set forth on Schedule 3.8, there are (and as of the right to vote, sell or otherwise dispose Closing Date there will be) outstanding (i) no shares of such capital stock or other voting securities or ownership interests of any Company Subsidiary, (other than restrictions under the Securities Act and the Exchange Act). There are ii) no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in of any Company Subsidiary or Subsidiary, (biii) options no options, warrants or other rights (including preemptive rights) to acquire from the Company or any Company Subsidiary, or other and no obligation of the Company or any Company Subsidiary to issueissue or sell, any shares of capital stock or other voting securities or ownership interests in, of any Company Subsidiary or any securities convertible into or exchangeable for any such capital stock or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings, or other voting securities similar rights of or ownership interests in, with respect to any Company Subsidiary Subsidiary. There are (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, Closing Date there are will be) no binding outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem redeem, or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organizedforegoing shares, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to ownsecurities, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualifiedoptions, authorized equity equivalents, interests, or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectrights.

Company Subsidiaries. Section 3.6 (a) The Company or another Company Subsidiary owns, directly or indirectly, all of the Company Disclosure Schedule lists, as issued and outstanding shares of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting equity securities or ownership interests in, of each of the Company Subsidiaries is owned by the Company, directly or indirectlySubsidiaries, free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests Liens (other than transfer and other restrictions under the Securities Act applicable federal and the Exchange Actstate securities Laws or applicable foreign Laws). There are no , and all of such outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting equity securities or ownership interests in any have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No Company Subsidiary owns any Shares or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation shares of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership equity interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any in another person that is not a Company Subsidiary (the items in clauses (a) and Subsidiary. (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, except with respect to any issuance of any equity securities that are expressly permitted pursuant to Section 5.01(b) and the related award agreements, there are no binding obligations outstanding or existing (i) options, warrants, calls, derivative contracts, forward sale contracts, redemption rights, preemptive rights, stock appreciation rights, subscriptions or other rights, convertible securities, agreements or commitments of any character to which any Company Subsidiary is a party or by which any Company Subsidiary is bound, obligating any of the Company Subsidiaries to issue, deliver, transfer, or cause to be issued or sold, or sell any shares of capital stock or other equity interest in any of the Company Subsidiaries or securities convertible into or exchangeable or exercisable 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 the Company Subsidiary Securities. Each any of the Company Subsidiaries or (iii) voting trusts or similar agreements to which any Company Subsidiary is duly organizeda party with respect to the voting or registration of capital stock or other equity interests of any Company Subsidiary at a meeting. No Company Subsidiary has any obligation to grant any preemptive rights, validly existing and in good standing under the Laws anti-dilutive rights or rights of the jurisdiction in which it is organized and has all requisite power and authority first refusal or similar rights with respect to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of any security issued by the Company Subsidiaries is duly qualifiedor any Company Subsidiary. (c) There are no outstanding bonds, authorized debentures, notes or licensed other Indebtedness of any Company Subsidiary having the right to do business in each jurisdiction in vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the nature stockholders of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectSubsidiary may vote.

Company Subsidiaries. (a) Except with respect to (x) any issuance of any equity securities that are expressly permitted pursuant to Section 3.6 5.01(b) or (y) the consummation of the Banking Business Transaction, the Company or another Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity securities of each of the Company Subsidiaries, other than those set forth on Section 3.03(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, each of the Company Subsidiaries is owned by the Company, directly or indirectlyLetter, free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests material Liens (other than transfer and other restrictions under the Securities Act applicable federal and the Exchange Actstate securities Laws or applicable foreign Laws). There are no , and all of such outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for 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. As of the date hereof, there are no accrued and unpaid dividends with respect to any outstanding shares of capital stock or other equity or voting securities or ownership interests in any Company Subsidiary or Subsidiary. (b) options Except with respect to any issuance of any equity securities that are expressly permitted pursuant to Section 5.01(b), there are no outstanding or existing (i) options, warrants, calls, subscriptions, agreements, obligations, “phantom” stock rights, stock appreciation rights, stock-based performance units, profits interests or other rights rights, convertible or exchangeable securities, agreements, Contracts or commitments of any character to acquire from the Company or which any Company Subsidiary, or other obligation of the Company or Subsidiaries is a party obligating any of the Company Subsidiary Subsidiaries to issue, transfer, deliver or sell any shares of capital stock or other equity or voting securities interest in any of the Company Subsidiaries or ownership interests in, or any securities convertible into or exchangeable for any capital stock such shares or other equity or voting securities interests relating to or ownership interests in, any Company Subsidiary (based on the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As value of the date equity securities of this Agreement, there are no binding obligations any of the Company or Subsidiaries, (ii) obligations of any of the Company Subsidiary Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or equity or voting securities of the Company Subsidiary Securities. Each any of the Company Subsidiaries or (iii) voting trusts, stockholder agreements, registration rights agreements or similar agreements to which the Company or any Company Subsidiary is duly organizeda party with respect to the voting of, validly existing and in good standing under or other matters related to, the Laws capital stock or other equity or voting interests of the jurisdiction in which it is organized and has all requisite power and authority any Company Subsidiary. (c) Except with respect to ownany issuance of any equity securities that are expressly permitted pursuant to Section 5.01(b), lease and operate its properties and assets and to carry on its business as being conducted on the date there are no outstanding bonds, debentures, notes or other Indebtedness of this Agreement. Each any of the Company Subsidiaries is duly qualifiedhaving the right to vote (or convertible into, authorized or licensed exchangeable for, securities having the right to do business in each jurisdiction in vote) on any matter on which stockholders or equityholders of any of the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectSubsidiaries may vote.

Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (ia) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding shares of capital stock or voting securities of, or other voting securities or ownership equity interests in, each of the Company Subsidiaries is Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, directly by a Company Subsidiary or indirectlyby the Company and a Company Subsidiary, free and clear of any Lien all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other stock, voting securities or ownership interests (other than equity interests), except for restrictions under imposed by applicable securities Laws. Except as set forth in Section 5.2(a) of the Securities Act Company Disclosure Letter, there are no issued, reserved for issuance or outstanding, and the Exchange Act). There there are no outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (ax) any capital stock or any securities of such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, (y) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from such Company Subsidiary, any capital stock or voting securities of, or other equity interests in, such Company Subsidiary, or (z) any rights issued by, or other obligations of, such Company Subsidiary that are linked in any way to the price of any class of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, the value of such Company Subsidiary or any part of such Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. Section 5.2(a) of the Company Disclosure Letter contains a true, correct and complete list as of the date of this Agreement of each of the Company Subsidiaries and their respective jurisdictions of organization. (b) Except for the capital stock and voting securities of, and other equity interests in, the Company Subsidiaries, none of the Company or any Company Subsidiary convertible into owns, directly or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issueindirectly, any capital stock or other voting securities of, or ownership other equity interests in, or any securities interest convertible into or exchangeable for or exercisable for, any capital stock or other voting securities of, or ownership other equity interests in, any Person, in each case, other than securities held for investment by the Company or the Company Subsidiaries in the Ordinary Course of Business. (c) Neither the Company nor any Company Subsidiary (the items in clauses (ai) and (b) being referred to collectively as the “Company Subsidiary Securities”). As owns any share capital of, or any equity interest of any nature in, any other Person, other than Subsidiaries of the date of this AgreementCompany, there are no binding obligations of the Company or (ii) has agreed or is obligated to make, or is bound by any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing Contract under the Laws of the jurisdiction in which it is organized and has all requisite power and authority may become obligated to ownmake, lease and operate its properties and assets and any material future investment in or material capital contribution to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectother Person.

Company Subsidiaries. Company has disclosed in Section 3.6 5.4 of the -------------------- Company and Shareholder Disclosure Memorandum each of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company Subsidiaries that are corporations (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), identifying its jurisdiction of incorporation, formation or domicile each jurisdiction in which it is qualified and/or licensed to transact business, and its status for U.S. federal income tax purposes as (ithe number of shares owned and percentage ownership interest represented by such share ownership) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, and each of the Company Subsidiaries that are general or limited partnerships, limited liability companies, or other non-corporate entities (identifying the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Except as disclosed in Section 5.4 of the Company and Shareholder Disclosure Memorandum, Company or one of its wholly-owned Company Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each Company Subsidiary. No capital stock (or other equity interest) of any Company Subsidiary is or may become required to be issued (other than to another Company Entity) by reason of any Equity Rights, and there are no Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Company Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Company Subsidiary (other than to another Company Entity). There are no Contracts relating to the rights of any Company Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Company Subsidiary. All of the shares of capital stock (or other equity interests) of each Company Subsidiary held by a Company Entity are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Company Subsidiary is incorporated or organized and are owned by the Company, directly or indirectly, Company Entity free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act Laws and the Exchange Act)applicable state securities Laws. There are no outstanding (a) securities Except as disclosed in Section 5.4 of the Company or any and Shareholder Disclosure Memorandum, each Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any is a corporation, and each such Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, organized and validly existing and in good standing under the Laws of the jurisdiction in which it is organized incorporated or organized, and has all requisite the corporate power and authority necessary for it to own, lease lease, and operate its properties and assets Assets and to carry on its business as being conducted on the date of this Agreementnow conducted. Each of the Company Subsidiaries Subsidiary is duly qualified, authorized qualified or licensed to do transact business as a foreign corporation in each jurisdiction the States of the United States and foreign jurisdictions where the character of its Assets or the current nature or current conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized qualified or licensed or is not reasonably likely to be in good standing would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The minute book and other organizational documents for each Company Subsidiary have been made available to Acquiror for its review, and, except as disclosed in Section 5.4 of the Company and Shareholder Disclosure Memorandum, are true and complete in all Material respects as in effect as of the date of this Agreement and accurately reflect in all Material respects all amendments thereto and all Material proceedings of the Board of Directors and shareholders thereof prior to the date hereof.

Company Subsidiaries. The Company has disclosed in Section 3.6 5.4 of the Company Disclosure Schedule lists, as of the date of this Agreement, Memorandum each Subsidiary of the Company Subsidiaries that is a corporation (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), identifying its jurisdiction of incorporation, formation or domicile each jurisdiction in which it is qualified and/or licensed to transact business, the number of shares owned, the par value of such shares, which Company Entity holds such shares and its status for U.S. federal income tax purposes as (ithe percentage ownership interest represented by such share ownership) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, and each of the Company Subsidiaries that is a general or limited partnership, limited liability company, other non-corporate entity or other corporate entity formed pursuant to the Law of a foreign jurisdiction (identifying the foreign jurisdiction which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, the amount and nature of the ownership interest therein and which Company Entity holds such interests). A Company Entity owns all of the issued and outstanding shares of capital stock (or other equity interests) of each Company Subsidiary. Except as disclosed in Section 5.4 of the Company Disclosure Memorandum, (i) no capital stock (or other equity interest) of any Company Subsidiary is or may become required to be issued (other than to another Company Entity) by reason of any Equity Rights, and there are no Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Company Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Company Subsidiary (other than to another Company Entity); (ii) there are no Contracts to which any Company Entity, or to the Knowledge of the Company any other Person, is a party relating to the rights of any Company Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Company Subsidiary; and (iii) all of the shares of capital stock (or other equity interests) of each Company Subsidiary held by a Company Entity are fully paid and nonassessable, were issued or acquired in accordance with all applicable Laws and are owned by the Company, directly or indirectly, Company Entity free and clear of any Lien and free of any restriction on the right and, with respect to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act and the Exchange Act). There are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock of a German Company Entity, there has been no open or other voting securities or ownership interests disguised repayment of any capital contribution. Except as disclosed in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation Section 5.4 of the Company Disclosure Memorandum, none of the German Company Entities is a party to a profit and loss pooling agreement or any domination agreement. Each Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is organized incorporated or organized, and has all requisite the power and authority necessary for it to own, lease lease, and operate its properties and assets Assets and to carry on its business as being conducted on the date of this Agreementnow conducted. Each of the Company Subsidiaries Subsidiary is duly qualified, authorized qualified or licensed to do transact business as a foreign entity in each jurisdiction good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized qualified or licensed or is not reasonably likely to be in good standing would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The minute book and other organizational documents for each Company Subsidiary have been made available to Purchaser for its review and are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the Board of Directors, or other governing body, and shareholders thereof.

Company Subsidiaries. Section 3.6 of the (a) The Company Disclosure Schedule lists, has delivered or made available to Parent a complete and accurate list as of the date hereof of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” Subsidiaries and collectively, the “Company Subsidiaries”), its jurisdiction their respective jurisdictions of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entityorganization. All of the outstanding shares of capital stock or voting securities of, or other voting securities or ownership equity interests in, each of the Company Subsidiaries is Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, directly by a Company Subsidiary or indirectlyby the Company and a Company Subsidiary (except with respect to de minimis equity interests held by another Person as required under applicable Law of jurisdictions outside the United States), free and clear of any Lien all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other stock, voting securities or ownership other equity interests), except for restrictions imposed by applicable securities Laws. Except as set forth in this Section 4.02(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or any securities of such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, (y) any warrants, calls, options, phantom stock, stock appreciation rights or other than restrictions under rights to acquire from such Company Subsidiary, or any other obligation of such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, such Company Subsidiary or (z) any rights (including phantom equity or stock appreciation rights) issued by, or other obligations of, such Company Subsidiary that are linked in any way to the Securities Act price of any class of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, the value of such Company Subsidiary or any part of such Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. (b) Except for the capital stock and voting securities of, and other equity interests in, the Exchange Act). There are no outstanding (a) securities Company Subsidiaries, none of the Company or any Company Subsidiary convertible into owns, directly or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issueindirectly, any capital stock or other voting securities of, or ownership other equity interests in, or any securities interest convertible into or exchangeable for or exercisable for, any capital stock or other voting securities of, or ownership other equity interests in, any Company Subsidiary (the items Person, in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreementeach case, there are no binding obligations of other than securities held for passive investment by the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws ordinary course of the jurisdiction in business which it is organized and has all requisite power and authority are not material to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualifiedand its Subsidiaries, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have taken as a Company Material Adverse Effectwhole.

Company Subsidiaries. Each of Company and Nonpareil has -------------------- disclosed in Section 3.6 5.4 of the Company and Shareholder Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary Memorandum all of the Company Subsidiaries that are corporations (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), identifying its jurisdiction of incorporation, formation each jurisdiction in which it is qualified and/or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and all of the Company Subsidiaries that are general or domicile limited partnerships, limited liability companies, or other non-corporate entities (identifying the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and its status for U.S. federal income tax purposes the amount and nature of the ownership interest therein). Except as disclosed in Section 5.4 of the Company and Shareholder Disclosure Memorandum, Company, Nonpareil or one of their respective wholly- owned Subsidiaries owns all of the issued and outstanding shares of capital stock (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2or other equity interests) of the Code each Company Subsidiary. No capital stock (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1or other equity interest) of any Company Subsidiary is or may become required to be issued (other than to another Company Entity) by reason of any Equity Rights, and there are no Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Company Entity is or may be bound to transfer any shares of the Code capital stock (each a “Taxable REIT or other equity interests) of any Company Subsidiary (other than to another Company Entity). There are no Contracts relating to the rights of any Company Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Company Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding shares of capital stock of, (or other voting securities or ownership interests in, equity interests) of each Company Subsidiary held by a Company Entity are fully paid and nonassessable under the applicable corporation Law of the Company Subsidiaries jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Company, directly or indirectly, Company Entity free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act Laws and the Exchange Act)applicable state securities Laws. There are no outstanding (a) securities Except as disclosed in Section 5.4 of the Company or any and Shareholder Disclosure Memorandum, each Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company is a corporation, and each such Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiaryis duly organized and validly existing, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (bas to corporations) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized incorporated or organized, and has all requisite the corporate power and authority necessary for it to own, lease lease, and operate its properties and assets Assets and to carry on its business as being conducted on the date of this Agreementnow conducted. Each of the Company Subsidiaries Subsidiary is duly qualified, authorized qualified or licensed to do transact business as a foreign corporation in each jurisdiction good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized qualified or licensed or is not reasonably likely to be in good standing would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The minute book and other organizational documents for each Company Subsidiary have been made available to Acquiror for its review, and, except as disclosed in Section 5.4 of the Company and Shareholder Disclosure Memorandum, are true and complete in all Material respects as in effect as of the date of this Agreement and accurately reflect in all Material respects all amendments thereto and all Material proceedings of the Board of Directors and shareholders thereof.

Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (ia) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding shares of capital stock or voting securities of, or other voting securities or ownership equity interests in, each of the Company Subsidiaries is Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, directly by a Company Subsidiary or indirectlyby the Company and a Company Subsidiary, free and clear of any Lien all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other stock, voting securities or ownership other equity interests), except for restrictions imposed by applicable securities Laws. Except as set forth in this Section 5.02(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or any securities of such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, (y) any warrants, calls, options, phantom stock, stock appreciation rights or other than restrictions under rights to acquire from such Company Subsidiary, any capital stock or voting securities of, or other equity interests in, such Company Subsidiary or (z) any rights issued by, or other obligations of, such Company Subsidiary that are linked in any way to the Securities Act price of any class of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, the value of such Company Subsidiary or any part of such Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. Section 5.02(a) of the Company Disclosure Letter contains a complete and accurate list as of the Exchange Act). There are no outstanding date of this Agreement of each of the Company Subsidiaries and their respective jurisdictions of organization. (ab) Except for the capital stock and voting securities of, and other equity interests in, the Company Subsidiaries, none of the Company or any Company Subsidiary convertible into owns, directly or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issueindirectly, any capital stock or other voting securities of, or ownership other equity interests in, or any securities interest convertible into or exchangeable for or exercisable for, any capital stock or other voting securities of, or ownership other equity interests in, any Person, in each case, other than securities held for investment by the Company Subsidiary or the Company Subsidiaries in the Ordinary Course of Business. (c) Neither the items in clauses Company nor any of its Subsidiaries (ai) and (b) being referred to collectively as the “Company Subsidiary Securities”). As owns any share capital of, or any equity interest of the date of this Agreementany nature in, there are no binding obligations any other Person, other than Subsidiaries of the Company or (ii) has agreed or is obligated to make, or is bound by any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing Contract under the Laws of the jurisdiction in which it is organized and has all requisite power and authority may become obligated to ownmake, lease and operate its properties and assets and any material future investment in or material capital contribution to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectother Person.

Company Subsidiaries. The Company has disclosed in Section 3.6 5.4 of the Company Disclosure Schedule lists, as of the date of this Agreement, Schedules each Subsidiary of the Company Subsidiaries that is a corporation (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), identifying its jurisdiction of incorporation, formation or domicile each jurisdiction in which it is qualified and/or licensed to transact business, and its status for U.S. federal income tax purposes as (ithe number of shares owned and percentage ownership interest represented by such share ownership) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, and each of the Company Subsidiaries that is owned a general or limited partnership, limited liability company or other non-corporate entity (identifying the jurisdiction in which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Except as disclosed in Section 5.4 of the Company Disclosure Schedules, the Company or one of its Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each Company Subsidiary free and clear of any Lien. No capital stock (or other equity interest) of any Company Subsidiary is or may become required to be issued (other than to another Company Entity) by reason of any Equity Rights, and there are no Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Company Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Company Subsidiary (other than to another Company Entity). There are no Contracts relating to the rights of any Company Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Company Subsidiary. Except for the ownership of the Subsidiaries of the Company, neither the Company nor any of its Subsidiaries, directly or indirectly, owns, or has agreed to purchase or otherwise acquire, the capital stock or other equity or voting interests of, or any interest convertible into or exchangeable for such capital stock or such equity or voting interests of, any Person. Except as set forth in Section 5.4 of the Company Disclosure Schedules, all of the shares of capital stock (or other equity interests) of each Company Subsidiary that is a corporation held by a Company Entity are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Company Entity free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act and the Exchange Act)Lien. There are no outstanding (a) securities of the Company or any Each Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized incorporated or organized, and has all requisite the corporate power and authority necessary for it to own, lease and operate its properties and assets Assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessarynow conducted, except where the failure of which would not reasonably be expected to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to transact business as a foreign entity in good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true and complete copies of the organizational documents of each of the Company’s material Subsidiaries as in effect as of the date of this Agreement, and each such copy accurately reflects in all respects all amendments thereto.

Company Subsidiaries. (a) Section 3.6 4.6(a) of the Company Disclosure Schedule lists, as lists each of the date of this Agreement, each Subsidiary Subsidiaries of the Company (eachand each Company Joint Venture, a “Company Subsidiary” including the name of each such entity and collectively, the “Company Subsidiaries”), its jurisdiction of incorporationits incorporation or organization and the percentage of each such entity owned, formation directly or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within indirectly by the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entityCompany. All of the outstanding shares of capital stock of, or other voting securities or ownership equity interests in, each Material Subsidiary of the Company have been validly issued and are fully paid and, with respect to the corporate Material Subsidiaries is of the Company, nonassessable and are owned directly or indirectly by the Company, directly or indirectly, free and clear of all mortgages, pledges, claims, restrictions, infringements, liens, charges, encumbrances and security interests and claims of any Lien kind or nature whatsoever (collectively, “Liens”) and are owned and were issued free of any other restriction (including preemptive and similar rights and any restriction on the right to vote, sell sell, pledge or otherwise dispose of such capital stock or other voting securities or ownership interests interests). (other than restrictions under b) Except as set forth in Section 4.6(b) of the Securities Act Company Disclosure Letter, there have not been reserved for issuance, and the Exchange Act). There there are no outstanding (ai) securities of the Company or any Company Subsidiary of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of any Subsidiary of the Company; (ii) rights or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiaryits Subsidiaries, or other obligation obligations of the Company or any Company Subsidiary its Subsidiaries to issue, any shares of capital stock or other stock, voting securities or ownership interests in, or any securities convertible into or exchangeable for any shares of capital stock or other voting securities of any Subsidiary of the Company; or (iii) equity equivalent interests in the ownership interests in, or earnings of any Subsidiary of the Company or other similar rights in respect of any Subsidiary of the Company (the items in clauses (ai) and through (biii) being referred to collectively as the collectively, “Company Subsidiary Securities”). As Except as set forth in Section 4.6(b) of the date of this AgreementCompany Disclosure Letter, there are no binding outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Subsidiary Securities. Except as set forth in Section 4.6(b) of the Company Disclosure Letter, there are no preemptive rights of any kind which obligate the Company or any of its Subsidiaries to issue or deliver any Subsidiary Securities. Each Except as set forth in Section 4.6(b) of the Company Disclosure Letter, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in a party or by which it is organized and has all requisite power and authority bound relating to own, lease and operate its properties and assets and to carry on its business as being conducted on the date voting or registration of this Agreement. Each any shares of capital stock of any Subsidiary of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectpreemptive rights with respect thereto.

Company Subsidiaries. Section 3.6 6.4 of the Company Disclosure Schedule lists, as Schedules sets forth the name of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” , and collectively, the “with respect to each Company Subsidiaries”), Subsidiary (a) its jurisdiction of incorporationorganization, formation (b) its authorized shares or domicile and its status for U.S. federal income tax purposes as other equity interests (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”if applicable), and (iic) a “taxable REIT subsidiary” within the meaning number of Section 856(1) of issued and outstanding shares or other equity interests and the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entityrecord holders and beneficial owners thereof. All of the outstanding capital stock ofequity securities of each Company Subsidiary are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable Laws, and owned by one or more of the Target Companies free and clear of all Liens (other voting securities than those, if any, imposed by such Company Subsidiary’s Organizational Documents or ownership interests in, each applicable Laws). There are no Contracts to which the Company or any of the Company Subsidiaries is owned a party or bound with respect to the voting (including voting trusts or proxies) or transfer of the equity interests of any Company Subsidiary other than the Organizational Documents of any such Company Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Company Subsidiary is a party or which are binding upon any Company Subsidiary providing for the issuance or redemption of any equity interests of any Company Subsidiary. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Company Subsidiary. No Company Subsidiary has any limitation, whether by Contract, Order, or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Other than the CompanyCompany Subsidiaries, no Target Company has any Subsidiaries. Except for the equity interests of the Company Subsidiaries listed on Section 6.4 of the Company Disclosure Schedules: (i) no Target Company owns or has any rights to acquire, directly or indirectly, free and clear of any Lien and free of any restriction on the right to voteequity interests of, sell or otherwise dispose of such capital stock Control, any Person, (ii) no Target Company is a participant in any joint venture, partnership or other voting securities or ownership interests similar arrangement and (other than restrictions under the Securities Act and the Exchange Act). There iii) there are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding contractual obligations of the a Target Company to provide funds to or make any Company Subsidiary loan or capital contribution to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectother Person.