Common use of Existence; Good Standing; Authority; Compliance With Law Clause in Contracts

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Florida. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreement.

Existence; Good Standing; Authority; Compliance With Law. (a) The Each of the Company and MergerCo is a corporation duly formedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Except as set forth in Section 4.1(a) of the State Company Disclosure Schedule, each of Florida. The the Company and MergerCo is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and MergerCo has all requisite corporate power and authority to own, operate, lease and encumber its properties assets and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities Subsidiaries of the Company listed in Section 3.1(b4.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, limited partnership, limited liability company or other entity trust, duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 3.1(b4.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of Schedule, each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite corporate or other power and authority to own, operate, lease and encumber its properties assets and carry on its business as now conducted. The Company has no other Subsidiaries other than the Company Subsidiaries. Neither the Company nor any Company Subsidiary has any predecessors other than as set forth on Section 4.1(b) of the Company Disclosure Schedule. (c) The Except as set forth in Section 4.1(c) of the Company and each Company Subsidiary isDisclosure Schedule, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or any of the Company Subsidiaries is in violation of any Law regulation to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would reasonably be expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not reasonably be expected to have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent Eagles true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company company, trust agreements and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreement.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company MART is a corporation real estate investment trust duly formedorganized, validly existing and in good standing under the laws of the State of FloridaMaryland. The Company MART is duly licensed or qualified or licensed to do business as a foreign corporation entity and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so qualified licensed or licensed would notqualified, individually or in the aggregate, has not had and is not likely to have a Company material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) or financial condition of MART and the MART Subsidiaries taken as a whole (a "MART Material Adverse Effect"). The Company MART has all requisite corporate real estate investment trust power and authority to own, operate, operate and lease its assets and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or . Each MART Subsidiary (as defined in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in this Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”5.1) is a corporation, limited liability company ("LLC") or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate, LLC or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid authority to own its properties and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiaryto carry on its business as it is now being conducted. Each Company MART Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such where the failure to be so qualified, licensed or to be in good standing would notqualified, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would had and could not reasonably be expected to have, individually or in the aggregate, have a Company MART Material Adverse Effect. Neither the Company MART nor any of the Company MART Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which MART or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company MART Subsidiary or any of their respective properties or assets is subject, except where such violation, alone violation has not had or together with all other violations, would could not reasonably be expected to have a Company MART Material Adverse Effect. The Company MART and the Company MART Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone action has not had or together with all other such failures, would could not reasonably be expected to have a Company MART Material Adverse Effect. (d) . The Company has previously provided charter or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter equivalent documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company partnership and joint venture agreements (and in each such case, all amendments thereto) of the Company MART, MART Limited Partnership, a Maryland limited partnership ("MART LP") and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the Company Subsidiaries as in effect on MART Disclosure Letter and MART has delivered or made available to Kimco true and correct copies of the date organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement, the term "MART Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the MART Disclosure Letter.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company AIP is a corporation real estate investment trust duly formed, organized and validly existing and in good standing under the laws of the State of FloridaTexas. The Company To AIP's actual knowledge, AIP is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, not have a Company material adverse effect on the business, results 11 of operations or financial condition of AIP and its subsidiaries taken as a whole (an "AIP Material Adverse Effect"). The Company AIP has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) . Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) AIP's Subsidiaries is a corporation, limited liability company or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the requisite power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company an AIP Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (cb) The Company and each Company Subsidiary isTo AIP's actual acknowledge, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company neither AIP nor any of the Company Subsidiaries AIP Subsidiary is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which AIP or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company AIP Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, violation would have a Company an AIP Material Adverse Effect. The Company AIP and the Company its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action, alone or together with all other such failures, action would not have a Company an AIP Material Adverse Effect. (d) The Company has previously provided . Copies of AIP's and its Subsidiaries' Declaration of Trust, Articles of Incorporation, Bylaws, organizational documents and partnership and joint venture agreements have been or will be prior to July 31, 1997, delivered or made available to Parent RELP and such documents will be listed in the AIP Disclosure Letter and were or will be true and complete copies correct when delivered or made available. For the purposes of the articles immediately preceding sentence, the term "Subsidiary"shall include the entities set forth in AIP's Disclosure Letter, which are all of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this AgreementAIP's Subsidiaries.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company RMSI is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company RMSI is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed would not, individually or in the aggregate, could not have a Company material adverse effect on the combined business, assets, results of operations or financial condition of RMSI and the RMSI Subsidiaries taken as a whole (a "RMSI Material Adverse Effect"). The Company RMSI has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted or proposed to be conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) RMSI Subsidiary is a corporation, limited liability company corporation or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate or partnership power and outstanding shares authority to own its properties and to carry on its business as it is now being conducted or other equity interests of each Company Subsidiary are duly authorizedproposed to be conducted, validly issuedand, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company RMSI Material Adverse Effect. Each Company Except as set forth in Section 3.1(b) of the RMSI Disclosure Letter, all of the outstanding shares of capital stock of, or partnership or other equity interests in, each RMSI Subsidiary has all requisite power are owned beneficially and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of record by RMSI free of any violation lien, restriction or encumbrance and such shares, partnership interests or other equity interests have been duly and validly issued and are outstanding, fully paid and non-assessable. Except as set forth in Section 3.1(b) of the RMSI Disclosure Letter, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any applicable Law (additional shares of capital stock of any class, or partnership or other than applicable continued listing rules of NYSE Amex Equities)equity interests in, except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunalRMSI Subsidiaries, or has received any written notice that the Company outstanding warrants, options or any of the Company Subsidiaries is in violation of any Law other rights to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain acquire any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effectconvertible securities. (d) The Company has previously provided or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreement.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Each of the La Quinta Entities is a corporation duly formedorganized, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company Except as set forth in Section 5.1(a) of the La Quinta Entities Disclosure Schedule, each of the La Quinta Entities is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws Laws of any other jurisdiction in which the character of the properties owned, leased leased, franchised, managed or operated by it therein or in which the nature of its business makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Each of the La Quinta Entities has all requisite corporate power and authority to own, operate, franchise, manage, lease, encumber and operate its properties and carry on its business as now conducted. (b) Each of the La Quinta Subsidiaries listed in Section 5.4 of the La Quinta Entities Disclosure Schedule (the “La Quinta Subsidiaries”) (i) is a corporation, partnership, business trust or limited liability company duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (ii) has the requisite corporate power or other power and authority to own, operate, franchise, manage, lease and encumber its properties and to carry on its business as it is now being conducted, and (iii) is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the character of the assets and properties owned, leased, franchised, managed or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the in clause (iii) for jurisdictions in which such failure to be so qualified or licensed would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to La Quinta Entities have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company La Quinta Subsidiaries. (c) The Company and each Company Subsidiary Except as set forth in Section 5.1(c) of the La Quinta Entities Disclosure Schedule, none of the La Quinta Entities or any of the La Quinta Subsidiaries is, and nor since January 1, 2009 2002 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with violation or given notice default of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure Orders or Laws to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any which either of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company La Quinta Entities or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company La Quinta Subsidiary or any of their respective properties or assets is subject, where such violationviolation or default, alone or together with all other violations, would have a Company Material Adverse Effect. The Company La Quinta Entities and the Company La Quinta Subsidiaries have obtained all licenses, permits permits, franchises, variances, consents, certificates, approvals and other authorizations issued or granted, in each case, by a Governmental Entity, and have taken all actions required by applicable Law or governmental regulations in connection with their properties and businesses as now conductedconducted (“Permits”), except where the failure to obtain any such license, permit or authorization Permit or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. No suspension or cancellation of any of such Permits is pending or threatened, and no such suspension or cancellation will result from the transactions contemplated by this Agreement, except as would not have a Company Material Adverse Effect. None of the La Quinta Entities or any of the La Quinta Subsidiaries is, nor since January 1, 2002 has been, in violation or default of any such Permits where such violation or default, alone or together with all other violations, would have a Company Material Adverse Effect. The representations in this Section 5.1(c) do not apply to (i) Tax matters, as to which the representations and warranties are as set forth in Section 5.10, (ii) environmental matters, as to which the representations and warranties are as set forth in Section 5.13, (iii) employee benefits, as to which the representations and warranties are as set forth in Section 5.14 and (iv) labor matters, as to which the representations and warranties are as set forth in Section 5.15. (d) The Company has La Quinta Entities have previously provided or made available to Parent true and complete copies of the articles Company Certificate of incorporation and bylaws Incorporation, the Properties Certificate of Incorporation, the Company Bylaws, the Properties Bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company company, business trust and joint venture agreements (and in each such case, all amendments thereto) of the Company La Quinta Entities and each of the Company La Quinta Subsidiaries as in effect on the date of this AgreementAgreement (the “Organizational Documents”). The La Quinta Entities have made available to Parent complete and correct copies of the minutes of all meetings of the Company Board and the Properties Board (and each committee thereof) and the Boards of Directors and committees of the La Quinta Subsidiaries and of the stockholders of the Company, Properties and the La Quinta Subsidiaries (except that certain matters regarding the recent consideration of strategic alternatives may have been redacted therefrom as identified to Parent), in each case since January 1, 2003.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Xxxxxxx is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company Xxxxxxx is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed would not, individually or in the aggregate, could not have a Company material adverse effect on the combined business, assets, results of operations or financial condition of Xxxxxxx and the Xxxxxxx Subsidiaries taken as a whole (a "Xxxxxxx Material Adverse Effect"). The Company Xxxxxxx has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted or proposed to be conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Xxxxxxx Subsidiary is a corporation, limited liability company corporation or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate or partnership power and outstanding shares authority to own its properties and to carry on its business as it is now being conducted or other equity interests of each Company Subsidiary are duly authorizedproposed to be conducted, validly issuedand, fully paid and nonassessable. except as set forth on Section 3.1(b) 5.1 of the Company Xxxxxxx Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary Letter, is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Xxxxxxx Material Adverse Effect. Each Company Except as set forth in Section 5.1(b) of the Xxxxxxx Disclosure Letter, all of the outstanding shares of capital stock of, or partnership or other equity interests in, each Xxxxxxx Subsidiary has all requisite power are owned beneficially and authority of record by Xxxxxxx free of any lien, restriction or encumbrance and such shares, partnership interests or other equity interests have been duly and validly issued and are outstanding, fully paid and non-assessable. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other equity interests in, any of the Xxxxxxx Subsidiaries, or outstanding warrants, options or other rights to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiariesacquire any such convertible securities. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Copies of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles certificate of incorporation and bylaws and the or other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements by-laws (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries Xxxxxxx as in effect they exist on the date hereof have been delivered or made available to RMSI and its counsel. All such copies are true, correct and complete and no amendments thereto are pending. Xxxxxxx is not in violation of this Agreementits certificate of incorporation or bylaws.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedorganized and validly existing, validly existing and for which the most recent required biennial report has been filed in good standing under the laws office of the Indiana Secretary of State and no articles of Floridadissolution have been filed in such office. The Company is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character ownership of its property or the properties owned, leased or operated by it therein or in which the transaction conduct of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as hereinafter defined). For purposes of this Agreement, an event shall be deemed to have a "Company Material Adverse Effect" if such event has a material adverse effect on the business, results of operations or condition (financial or otherwise) of the Company and the Company Subsidiaries taken as a whole; provided, however, that the effects of changes that are generally applicable to (i) the insurance industry and the markets for insurance and insurance-related products and the other industries and markets in which the Company and the Company Subsidiaries operate or (ii) the United States securities markets for debt and equity securities, shall be excluded from the determination of a Company Material Adverse Effect; and provided, further, that any adverse effect on the Company or the Company Subsidiaries resulting from the announcement of Parent's proposal to acquire the Company, the execution and announcement of this Agreement, or the Transactions or regulatory approvals contemplated hereby shall also be excluded from the determination of a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed Except as set forth in Section 3.1(b) 5.1 of the Company Disclosure Schedule (eachSchedule, a “each of the Company Subsidiary”, and collectively, the “Company Subsidiaries”) Subsidiaries is a corporation, limited liability company or other entity corporation duly incorporated or organizedincorporated, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued incorporation, has the corporate power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. (c) Except as set forth in Section 5.1 of the Company Disclosure Schedule, to the knowledge of the Company, the Company and the Company Subsidiaries possess all licenses, permits and other authorizations required to conduct their businesses as now conducted by them, except where the failure to possess such licenses, permits and other authorizations would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power (i) possesses an Insurance License (as defined below) in each jurisdiction in which it is required to possess an Insurance License and authority (ii) is duly authorized in its jurisdiction of incorporation and each other applicable jurisdiction to ownwrite each line of business reported as being written in the Company Subsidiary SAP Statements (as defined below). All such Insurance Licenses, operateincluding, lease but not limited to, authorizations to transact reinsurance are in full force and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries effect without amendment, limitation or restriction, other than as described in the Company SubsidiariesDisclosure Schedule, and, to the Company's knowledge, there is no event, inquiry or Proceeding (as defined below) which is reasonably likely to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such Insurance License. (cd) The Except as set forth in Section 5.1 of the Company Disclosure Schedule, to the knowledge of the Company, the Company and each the Company Subsidiary is, and since January 1, 2009 has been, Subsidiaries are in compliance withwith all applicable laws, and statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered, by any federal, state or local court or governmental authority applicable to the Company’s KnowledgeCompany or to any of the Company Subsidiaries or to their respective businesses or properties (collectively, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equitiesthe "Applicable Laws"), except for where the failure to comply or violations that would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law reasonably be expected to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreement.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Party is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State its jurisdiction of Floridaincorporation. The Company Party is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on such Party. The Company Party has all requisite corporate power and authority to own, operate, lease and encumber its properties assets and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each The name and jurisdiction of incorporation or organization of each Subsidiary of the entities Party is listed in Section 3.1(b4.2(b) of the Company Party's Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) each such Subsidiary is a corporation, limited partnership, limited liability company or other entity trust, duly incorporated or organizedformed, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares or other equity interests of each Company Each Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary Party is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Party. Each Company Subsidiary of the Party has all requisite corporate or other power and authority to own, operate, lease and encumber its properties assets and carry on its business as now conducted. The Company has no Subsidiaries other than predecessors of the Company SubsidiariesParty are listed in Section 4.2(b) of the Party's Disclosure Schedule. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company Party nor any of the Company its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that law, ordinance, governmental rule or regulation to which the Company Party or any of the Company its Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would reasonably be expected to have a Company Material Adverse EffectEffect on the Party. The Company Party and the Company its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not reasonably be expected to have a Company Material Adverse EffectEffect on the Party. (d) The Company Party has previously provided or made available to Parent representatives of the Other Party's Special Committee true and complete copies of the articles or certificate of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company company, trust agreements and joint venture agreements (and in each such case, all amendments thereto) of the Company Party and each of the Company its Subsidiaries as in effect on the date of this Agreement.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Kimco and Merger Sub are corporations, and each is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State its jurisdiction of Floridaincorporation. The Company Kimco is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, not have a Company material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Kimco and its Subsidiaries taken as a whole (a "Kimco Material Adverse Effect"). The Company Kimco has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) . Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Kimco's Subsidiaries is a corporation, limited liability company or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate, company or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Kimco Material Adverse Effect. Neither the Company Kimco nor any of the Company or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which Kimco or any of the Company its Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, violation would have a Company Kimco Material Adverse Effect. The Company To the knowledge of the executive officers of Kimco, Kimco and the Company its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action, alone or together with all other such failures, action would not have a Company Kimco Material Adverse Effect. (d) The Company has . True and correct copies of Kimco's and its Subsidiaries' charter, bylaws, organization documents, and partnership and joint venture agreements have been previously provided delivered or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this AgreementPrice REIT.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedorganized, validly existing and in good standing under the laws of the State of FloridaDelaware. The Except as set forth in Section 5.1 of the Company Disclosure Schedule, the Company is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse EffectEffect (as defined below). The Company has all requisite corporate power and authority to ownFor purposes of this Agreement, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect.Effect shall mean a material adverse effect on the current business, results of operations or financial condition of the Company and the Company Subsidiaries (as hereinafter defined) taken as a whole, other than any actions, omissions, changes, events or effects that (i) are primarily related to a general drop in stock prices in the United States or the United Kingdom that are primarily due to political or economic turmoil or (ii) are primarily related to or result from the announcement or pendency of the Offer and/or the Merger, including disruptions to the Company's business or the Company's Subsidiaries' businesses, and their respective employees, customers and suppliers. Notwithstanding anything to the contrary A-9 (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Subsidiaries is a corporation, limited liability company or other entity corporation duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any None of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) or other entity other than an entity organized as a corporation under the laws of any state of the Company and each of the Company Subsidiaries as in effect on the date of this AgreementUnited States.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation real estate investment trust duly formed, validly existing and in good standing under the laws of the State of FloridaMaryland. The Amended and Restated Declaration of Trust of the Company, as amended through the date hereof (the "Company Declaration of Trust") is in effect and no dissolution, revocation or forfeiture proceedings regarding the Company have been commenced. The Company is duly qualified or licensed to do business as a foreign corporation entity and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed does not have and would notnot reasonably be likely to have, individually or in the aggregate, have a Company Material Adverse EffectEffect (as hereinafter defined). The Company has all requisite corporate trust power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) The Partnership is a corporation, limited liability company or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction the State of incorporation or organizationDelaware. All issued and outstanding shares or other equity interests The certificate of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Section 3.1(b) limited partnership of the Company Disclosure Schedule sets forth Partnership is in effect and no dissolution, revocation or forfeiture proceedings regarding the name and jurisdiction of incorporation or organization of each Company SubsidiaryPartnership have been commenced. Each Company Subsidiary The Partnership is duly qualified or licensed to do business as a foreign limited partnership and is in good standing in each under the laws of any other jurisdiction in which the ownership character of its property the properties owned, leased or operated by it therein or in which the conduct transaction of its business requires makes such qualification or licensinglicensing necessary, except for other than in such jurisdictions in which such where the failure to be so qualified, qualified or licensed or does not have and would not reasonably be likely to be in good standing would nothave, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary The Partnership has all requisite partnership power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Section 3.1(c) of the Company Disclosure Schedule sets forth: (i) each direct and indirect Subsidiary of the Company; (ii) the legal form of each of the Company's Subsidiaries including the state or country of formation; (iii) the identity and ownership interest of each of the Company's Subsidiaries that is held by the Company Subsidiary isor its Subsidiaries, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to Third Party (as hereinafter defined) owners, the identity and has ownership interest as set forth in the operative documents, in each case, including but not been threatened limited to the amount of securities of such Subsidiary owned by such owner; (iv) each jurisdiction in which each of the Company's Subsidiaries is qualified or licensed to do business; and (v) each assumed name under which each of the Company's Subsidiaries conducts business in any jurisdiction. Except as listed in Section 3.1(c) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, beneficially or of record, any shares of stock or other security of any other entity or any other investment in any other entity, which would be deemed a Subsidiary of the Company. (d) Each of the Company's Subsidiaries is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be charged with so qualified or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that licensed does not have and would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (de) The Company has previously provided or made available to Parent true and complete copies Except as set forth in Section 3.1(e) of the articles Company Disclosure Schedule, all of incorporation the outstanding equity or voting securities or other interests of each of the Company's Subsidiaries have been validly issued and bylaws are (A) fully paid and nonassessable, (B) owned by the other charter documentsCompany or by one of the Company's Subsidiaries, articles and (C) owned, directly or indirectly, free and clear of incorporationany Lien (as hereinafter defined) (including any restriction on the right to vote or sell the same, bylawsexcept as may be provided as a matter of Law), organizational documents and all equity or voting interests in each of the Company's Subsidiaries that is a partnership, joint venture, limited liability company and joint venture agreements (and in each such caseor trust which are owned by the Company, all amendments thereto) by one of the Company's Subsidiaries or by the Company and each one of the Company Company's Subsidiaries as in effect are owned free and clear of any Lien (including any restriction on the date right to vote or sell the same, except as may be provided as a matter of Law). For purposes of this Agreement, "Lien" means, with respect to any asset (including any security), any mortgage, claim, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaMaryland. The Company is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, aggregate is not having and could not be reasonably expected to have a material adverse effect on the business, assets, liabilities, results of operations, condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole (a "Company Material Adverse Effect"). The Company has all requisite corporate power and authority to own, operate, lease and encumber its assets and properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Company's Subsidiaries is a corporation, limited liability company company, corporation or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its assets and properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership ownership, lease or use of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Schedule 3.1 of the letter dated the date hereof and delivered by the Company concurrently with the execution and delivery of this Agreement (the "Disclosure Letter") sets forth, as of the date hereof, (i) the name and jurisdiction of incorporation or organization of each Subsidiary of the Company and each Company (ii) if any Subsidiary isis not wholly owned, and since January 1directly or indirectly, 2009 has been, in compliance with, and to by the Company’s Knowledge, is not under any investigation with respect to the record and has not been threatened to be charged with beneficial owners of outstanding shares of its capital stock or given notice of any violation ofbeneficial interests, any applicable Law as applicable. (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in d) Within the aggregate, a Company Material Adverse Effect. Neither past three years neither the Company nor any of the Company its Subsidiaries has received written notice that it is in violation of any order of any federal, state, local or foreign governmental body, court, governmental authority or arbitration board or board, tribunal, commission, agency or has received any written notice that the Company authority ("Governmental Entity"), or any of the Company Subsidiaries is in violation of any Law law, ordinance, governmental rule or regulation to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company notice remains pending and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, alleged violation would not have a Company Material Adverse Effect. (de) To the Knowledge of the Company, the Company and its Subsidiaries hold all material permits, registrations, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "Permits") and have taken all material actions required by applicable law or governmental regulations in connection with their business as now conducted. The Company has previously provided or and its Subsidiaries are in material compliance with the terms of the Permits and such Permits are valid and in full force and effect. (f) True and correct copies of the Company's Charter Documents and the Bylaws of the Company (the "Bylaws") have been made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this AgreementBuyer.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company STH is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company STH is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. The Company Schedule 5.1((a)) attached hereto is a true and correct list of each jurisdiction in which STH is qualified or licensed as a foreign corporation. STH has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) STH Subsidiary is a corporation, limited liability company or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. Each Company Schedule 5.1((b))attached hereto is a true and correct list of each jurisdiction in which each STH Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business is qualified or licensed as now conducted. The Company has no Subsidiaries other than the Company Subsidiariesa foreign entity. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company STH nor any of the Company STH Subsidiaries is in violation of any order of any court, governmental authority Governmental Authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which STH or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company STH Subsidiary or any of their respective properties or assets is are subject, where such violation, alone or together with all other violations, violation would have a Company Material Adverse Effect. The Company STH and the Company STH Subsidiaries have obtained all licenses, permits permits, contract rights, including, without limitation, any necessary franchise arrangements, and other authorizations and have taken all actions required by applicable Law or Applicable Law, governmental regulations or otherwise in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such actionaction would have a Material Adverse Effect. Schedule 5.1((c)) attached hereto is a true and complete list of all necessary STH Permits held or required to be held by STH or any STH Subsidiary, alone or together with all other such failures, than any STH Permit of which the failure to obtain would not have a Company Material Adverse Effect. (d) The Company has previously provided Complete and correct copies of STH's Certificate of Incorporation and the STH Subsidiaries' charters and bylaws or other organizational documents, as the case may be, which reflect all amendments made thereto, have been delivered or made available to Parent true HHTI and its counsel. The minute books and other records of STH and the STH Subsidiaries are complete copies and contain in all material respects accurate records of all meetings and accurately reflect in all material respects all other corporate action of the articles stockholders and directors and any committees of incorporation and bylaws the Board of Directors of STH and the other charter documentsboards of directors, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) partners or managers of the Company and each STH Subsidiaries. Neither STH nor any STH Subsidiary is in default under or in violation of the Company Subsidiaries as in effect on the date any provision of this Agreementtheir respective charters or bylaws.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other in each jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, corporation or limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws Laws of its jurisdiction of incorporation or organization. All issued and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would reasonably be expected to have a Company Material Adverse Effect. To the Company’s Knowledge, neither the Company nor any Company Subsidiary is under investigation with respect to any material violation of any Law. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (d) Since July 31, 2007, neither the Company nor any of the Company Subsidiaries has: (i) to the Company’s Knowledge, used any of its funds for unlawful contributions, loans, donations, gifts, entertainment or other unlawful expenses relating to political activity; (ii) to the Company’s Knowledge, made or agreed to make any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; (iii) taken any action that would constitute a violation of any provision of the Foreign Corrupt Practices Act of 1977, the Xxxxxxx Xxx 0000, the Prevention of Corruption Acts 1889 to 1916 or any comparable Law; or (iv) to the Company’s Knowledge, made or agreed to make any other unlawful payment. (e) The Company has previously provided or made available to Parent true and complete copies of the articles certificate of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, articles of association, statutory registers, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreement. The Company and the Company Subsidiaries are not in violation of such certificate of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto).

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedorganized, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character ownership of its property or the properties owned, leased or operated by it therein or in which the transaction conduct of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as hereinafter defined). For purposes of this Agreement, an event shall be deemed to have a "Company Material Adverse Effect" if such event would reasonably be expected to have a material adverse effect on the business, results of operations or condition (financial or otherwise) of the Company and the Company Subsidiaries taken as a whole. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares , has the corporate or other equity interests of each Company Subsidiary are duly authorizedpower and authority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations required to be obtained by them and have taken all actions required to be taken by them by applicable Law law or governmental regulations in connection with their businesses as now conductedconducted by them, except where the failure to obtain any such licenselicenses, permit or authorization permits and other authorizations or to take any such actionactions would not, alone individually or together with all other such failuresin the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies Copies of the articles Certificate of incorporation Incorporation and bylaws Bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, and limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as have been provided or made available to MergerCo and are true and correct in effect on the date of this Agreementall material respects.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Buyer is a corporation REIT duly formed, validly existing and in good standing under the laws of the State of FloridaMaryland. The Company Buyer is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed would not, individually or in the aggregate, not have a Company material adverse effect on the business, results of operations or financial condition of Buyer and the Buyer Subsidiaries (as defined below) taken as a whole (a "Buyer Material Adverse Effect"). The Company Buyer has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Buyer Subsidiaries is a corporation, limited liability company or other entity corporation duly incorporated or organizedincorporated, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Buyer Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary isTo the best knowledge of Buyer, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company neither Buyer nor any of the Company Subsidiaries Buyer Subsidiary is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which Buyer or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Buyer Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, violation would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Buyer Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies Copies of the articles Declaration of incorporation and bylaws and the Trust or other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements Trustees Regulations (and in each such case, all amendments thereto) of the Company Buyer and each of the Company Buyer Subsidiaries as are listed in effect on Section 6.1 of the date Buyer Disclosure Letter, and the copies of such documents, which have previously been delivered or made available to Coplxx xx its counsel, are true and correct copies. For purposes of this Agreement, the term "Buyer Subsidiary" shall include any of the entities set forth under such heading in Section 6.4 of the Buyer Disclosure Letter.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Legacy is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company Legacy is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, not reasonably be expected to have a Company material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Legacy and its Subsidiaries taken as a whole (a "Legacy Material Adverse Effect"). The Company Legacy has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now being conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) . Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Legacy's Subsidiaries is a corporation, limited liability company or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate, company or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Legacy Material Adverse Effect. Neither the Company Legacy nor any of the Company its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which Legacy or any of the Company its Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, except where such violation, alone or together with all other violations, violation would not have a Company Legacy Material Adverse Effect. The Company To the knowledge of Legacy, Legacy and the Company its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action, alone or together with all other such failures, action would not have a Company Legacy Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreement.Adverse

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Enterprises is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaMaryland. The Company Enterprises is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, not reasonably be expected to have a Company material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Enterprises and its Subsidiaries taken as a whole (an "Enterprises Material Adverse Effect"). The Company Enterprises has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) . Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Enterprises' Subsidiaries is a corporation, limited liability company or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate, company or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company an Enterprises Material Adverse Effect. Neither the Company Enterprises nor any of the Company its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which Enterprises or any of the Company its Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, except where such violation, alone or together with all other violations, violation would not have a Company an Enterprises Material Adverse Effect. The Company To the knowledge of Enterprises, Enterprises and the Company its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action, alone or together with all other such failures, action would not have a Company an Enterprises Material Adverse Effect. (d) The Company has . Copies of Enterprises' and its Subsidiaries' charter, bylaws, organization documents, and partnership and joint venture agreements have been previously provided delivered or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this AgreementLegacy.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedorganized, validly existing and in good standing under the laws of the State Commonwealth of FloridaMassachusetts. The Except as set forth in Section 5.1(a) of the Company Disclosure Schedule, the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities Company Subsidiaries listed in Section 3.1(b) 5.4 of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “"Company Subsidiaries”") is a corporation, partnership or limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares , has the requisite corporate power or other equity interests of each Company Subsidiary are duly authorizedpower and authority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no other Subsidiaries other than the Company Subsidiaries. (c) The Except as set forth in Section 5.1(c) of the Company and each Company Subsidiary isDisclosure Schedule, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or any of the Company Subsidiaries is in violation of any Law regulation to which the Company or any Company Subsidiary or any of their respective properties or assets is subjectsubject (including, but not limited to, the Sarbanes-Oxley Act of 2002 ("SOX"), other Securities Laws, and the Lisxxxx Xxxndards of the Nasdaq Stock Market, Inc.), where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles Articles of incorporation Organization and bylaws By-laws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreement.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of Florida. The Except as set forth in Section 3.1(a) of the Company Disclosure Schedule, the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities Subsidiaries of the Company listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, limited partnership or limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of Schedule, each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite corporate or other power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no other Subsidiaries other than the Company Subsidiaries. Neither the Company nor any Company Subsidiary has any predecessors other than as set forth on Section 3.1(b) of the Company Disclosure Schedule. Section 3.1(b) of the Company Disclosure Schedule (as supplemented by the Company and provided to Parent within 10 Business Days of the date hereof), will state for each Company Subsidiary, (A) its exact legal name; (B) its corporate business form and jurisdiction and date of formation; (C) its federal employer identification number; (D) its headquarters address, telephone number and facsimile number; (E) all fictitious, assumed or other names of any type that are registered or used by it or under which it has done business at any time since such company’s date of formation; and (F) since January 1, 1998, any name changes, recapitalizations, mergers, reorganizations or similar events since its date of formation. (c) The Except as set forth in Section 3.1(c) of the Company and each Company Subsidiary isDisclosure Schedule, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or any of the Company Subsidiaries is in violation of any Law regulation to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would reasonably be expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not reasonably be expected to have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreement.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedorganized, validly existing and in good standing under the laws of the State of FloridaMaryland. The Except as set forth in Section 3.1(a) of the Company Disclosure Schedule, the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities Company Subsidiaries listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, partnership or limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares , has the requisite corporate power or other equity interests of each Company Subsidiary are duly authorizedpower and authority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no other Subsidiaries other than the Company Subsidiaries. (c) The Except as set forth in Section 3.1(c) of the Company and each Company Subsidiary isDisclosure Schedule, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or any of the Company Subsidiaries is in violation of any Law regulation to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreement.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Excel is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaMaryland. The Company Excel is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business therein makes such licensing or qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed in good standing would notnot have an Excel Material Adverse Effect (as herein defined). For purposes of this Agreement, individually or in the aggregate, have a Company an "Excel Material Adverse Effect" shall mean a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Excel and its Subsidiaries taken as a whole (or any matter which is reasonably likely to have such an effect). The Company Each of Excel and Excel's Subsidiaries has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) . Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Excel's Subsidiaries is a corporation, limited liability company or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate, company or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on 27 its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which where the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which where such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company an Excel Material Adverse Effect. Neither the Company Excel nor any of the Company or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which Excel or any of the Company its Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, violation would have a Company an Excel Material Adverse Effect. The Company To the knowledge of the executive officers of Excel, Excel and the Company its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action, alone or together with all other such failures, action would not have a Company an Excel Material Adverse Effect. (d) The Company has . True and correct copies of Excel's and its Subsidiaries' charter and bylaws and partnership and joint venture agreements have been previously provided delivered or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this AgreementNew Plan.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company New Plan is a corporation an unincorporated business trust duly formedestablished, validly existing and in good standing under the laws of the State Commonwealth of FloridaMassachusetts. The Company New Plan is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business therein as a Massachusetts business trust makes such licensing or qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company "New Plan Material Adverse Effect. (b) Each " For purposes of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (eachthis Agreement, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, have a Company "New Plan Material Adverse Effect" shall mean a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of New Plan and its Subsidiaries taken as a whole (or any matter which is reasonably likely to have such an effect). Each Company Subsidiary has all requisite The Declaration of Trust confers upon the trustees named therein, and their successors in trust, power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company Each of New Plan's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has no Subsidiaries other than the Company Subsidiaries. (c) The Company corporate, company or partnership power and each Company Subsidiary isauthority to own its properties and to carry on its business as it is now being conducted, and since January 1, 2009 has been, is duly qualified to do business and is in compliance with, and to good standing in each jurisdiction where the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with ownership of its property or given notice the conduct of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities)its business requires such qualification, except for jurisdictions where such failure to comply be so qualified or violations that to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Company New Plan Material Adverse Effect. Neither Except as set forth in Schedule 5.1 of the Company New Plan Disclosure Letter, or as disclosed in the New Plan Reports filed prior to the date hereof, neither New Plan nor any of the Company its Subsidiaries is in violation of any order of any court, governmental 12 authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which New Plan or any of the Company its Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, violation would have a Company New Plan Material Adverse Effect. The Company To the knowledge of the executive officers of New Plan, New Plan and the Company its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action, alone or together with all other such failures, action would not have a Company New Plan Material Adverse Effect. (d) The Company has . True and correct copies of New Plan's Declaration of Trust and its Subsidiaries' charter and bylaws, and partnership and joint venture agreements have been previously provided delivered or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this AgreementExcel.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Wyndham is a corporation duly formedorganized, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company Wyndham is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed would not, individually or in the aggregate, could not reasonably be expected to have a Company material adverse effect on the business, results of operations or financial condition of Wyndham and the Wyndham Subsidiaries taken as a whole (a "Wyndham Material Adverse Effect"). The Company Wyndham has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Wyndham Subsidiaries is a corporation, limited liability company corporation or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, could not reasonably be expected to have a Company Wyndham Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company Wyndham nor any of the Company Wyndham Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which Wyndham or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Wyndham Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would violation could have a Company Wyndham Material Adverse Effect. The Company Wyndham and the Company Wyndham Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not action could reasonably be expected to have a Company Wyndham Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies Copies of the articles Amended and Restated Certificate of incorporation Incorporation of Wyndham (the "Wyndham Certificate") and bylaws Bylaws of Wyndham (the "Wyndham Bylaws") and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company partnership and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Wyndham Subsidiaries as are listed in effect on Section 6.1 of the date Wyndham Disclosure Letter, and the copies of such documents, which have previously been delivered or made available to Patriot and its counsel, are true and correct. For the purposes of this Agreement, the term "Wyndham Subsidiary" shall include any of the entities listed under such heading in Section 6.4 of the Wyndham Disclosure Letter.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaMaryland. The charter of the Company (the “Company Charter”) is in effect. The Company is duly qualified or licensed to do business as a foreign corporation entity and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed would not, individually or in the aggregate, not have a Company Material Adverse Effect. Section 4.01(a) of the Disclosure Schedule sets forth the jurisdictions in which the Company is qualified as a foreign corporation. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) The Partnership is a corporation, limited liability company or other entity partnership duly incorporated or organizedformed, validly existing and (where applicable) in good standing under the laws of the State of Maryland. The certificate of limited partnership of the Partnership is in effect. The Partnership is duly qualified or licensed to do business as a foreign limited partnership and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its jurisdiction of incorporation business makes such qualification or organization. All issued and outstanding shares licensing necessary, other than in such jurisdictions where the failure to be so qualified or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessablelicensed would not have a Material Adverse Effect. Section 3.1(b4.01(b) of the Company Disclosure Schedule sets forth the name jurisdictions in which the Partnership is qualified as a foreign limited partnership. The Partnership has all requisite partnership power and jurisdiction authority to own, operate, lease and encumber its properties and carry on its business as now conducted. (c) Section 4.01(c) of incorporation or organization the Disclosure Schedule sets forth: (i) each Subsidiary; (ii) the legal form of each Subsidiary, including the state of formation; and (iii) the identity and ownership interest of each of the Subsidiaries that is held by the Company Subsidiaryor its Subsidiaries. Except as listed in Section 4.01(c) or 4.12(m) of the Disclosure Schedule, the Company does not own, directly or indirectly, beneficially or of record, any shares of stock or other equity interest of any other Person. (d) Each Company Subsidiary of the Subsidiaries is duly qualified or licensed to do business and is in good standing in under the laws of each jurisdiction in which the ownership character of its property the properties owned, leased or operated by it therein or in which the conduct transaction of its business requires makes such qualification or licensinglicensing necessary, except for other than in such jurisdictions in which such where the failure to be so qualified, qualified or licensed would not have or would not reasonably be expected to be in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Section 4.01(d) of the Disclosure Schedule sets forth the jurisdictions in which each Subsidiary is qualified as a foreign entity. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (ce) The Company and each Company Subsidiary is, and since January 1, 2009 has been, Except as set forth in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Section 4.01(e) of the Company Disclosure Schedule, all of the outstanding equity or voting securities or other interests of each of the Subsidiaries is in violation of any order of any courthave been validly issued and are (i) fully paid and nonassessable, governmental authority or arbitration board or tribunal, or has received any written notice that (ii) owned by the Company or any by one of the Company Subsidiaries is in violation Subsidiaries, and (iii) owned, directly or indirectly, free and clear of any Law to Lien, and all equity or voting interests in each of the Subsidiaries that is a partnership, joint venture, limited liability company or trust which are owned by the Company, by one of the Subsidiaries or by the Company or and one of the Subsidiaries are owned free and clear of any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse EffectLien. (df) The Company has previously provided or made available to Parent true and complete copies of (i) the articles of incorporation and bylaws Company Charter and the other charter documents, articles Bylaws of the Company (the “Company Bylaws”); (ii) the Partnership’s Certificate of Limited Partnership and Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”); and (iii) the certificate of incorporation, bylaws, partnership agreement, operating agreement and similar organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and for each of the Company Subsidiaries Subsidiaries, each as in effect on amended through the date of hereof (except as contemplated by this Agreement).

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Excel is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaMaryland. The Company Excel is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business therein makes such licensing or qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed in good standing would notnot have an Excel Material Adverse Effect (as herein defined). For purposes of this Agreement, individually or in the aggregate, have a Company an "Excel Material Adverse Effect" shall mean a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Excel and its Subsidiaries taken as a whole (or any matter which is reasonably likely to have such an effect). The Company Each of Excel and Excel's Subsidiaries has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) . Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Excel's Subsidiaries is a corporation, limited liability company or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate, company or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which where the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which where such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company an Excel Material Adverse Effect. Neither the Company Excel nor any of the Company or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which Excel or any of the Company its Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, violation would have a Company an Excel Material Adverse Effect. The Company To the knowledge of the executive officers of Excel, Excel and the Company its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action, alone or together with all other such failures, action would not have a Company an Excel Material Adverse Effect. (d) The Company has . True and correct copies of Excel's and its Subsidiaries' charter and bylaws and partnership and joint venture agreements have been previously provided delivered or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this AgreementNew Plan.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Walden is a corporation duly formedcorporatixx xxxy organized, incorporated, validly existing and in good standing under the laws of the State of FloridaMaryland. The Company Walden is duly licensxx or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, not have a Company material adverse effect on the business, results of operations or financial condition of Walden and the Subsidxxxxxx (as defined below) taken as a whole (a "Walden Material Adverse EffectAdverxx Xxxect"). The Company Walden has all requisite corporate rxxxxxxte power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) . WDOP is a corporation, limited liability company or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of the State of Delaware, has the requisite partnership power and authority to own its jurisdiction of incorporation or organization. All issued properties and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid to carry on its business as it is now being conducted and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name as contemplated by this Agreement and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Walden Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectAdverxx Xxxect. Neither the Company Walden nor any of the Company Subsidiaries Xxxxxdiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which Walden or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary xxx Xubsidiaries or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, violation would have a Company Walden Material Adverse Xxxxxxe Effect. The Company Walden and the Company Subsidiaries its Subsidxxxxxx have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action, alone or together with all other such failures, action would not have a Company Walden Material Adverse Xxxxxxe Effect. (d) The Company has previously provided or made available to Parent true and complete copies . Copies of the articles of incorporation and bylaws of Walden and the other charter documentspartnexxxxx agreement of WDOP have been delivered or made available to Drever and its counsel, articles of incorporation, bylaws, organizational documents are complete and partnership, limited liability company correct and joint venture agreements (are in full force and in each such case, all amendments thereto) effect as of the Company date hereof. 2 Authorization, Validity and Effect of Agreements. Walden and WDOP have xxx xxquisite corporate and partnership power and authority, respectively, to execute and deliver this Agreement and consummate the transactions contemplated hereby. Subject only to the approval of the issuance of the shares of Common Stock to be issued by Walden upon exchange xx xxx Common Units and the exercise of the Warrants by the Walden Stockholders, xxx consummation by each of Walden and WDOP of thxx Xxxeement and the Company Subsidiaries as in effect transactions contemplated hereby have been duly authorized by all requisite corporate and partnership action on the date part of Walden and WDOP, respxxxxxxly. Assuming the due and valid authorization, execution and delivery of this Agreement.Agreement by Drever, AOF and AOFII, this Agreement constitutes the valid and legally binding obligation of each of Walden and WDOP, enfoxxxxxxe against each of Walden and WDOP in acxxxxxxce with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. 3

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Parent is a corporation limited partnership duly formedorganized, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company Except as set forth in Section 4.1(a) of Parent Disclosure Schedule, Parent is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be likely to have a Company Parent Material Adverse Effect. The Company Parent has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities Parent’s Subsidiaries is listed in Section 3.1(b4.1(b) of the Company Parent Disclosure Schedule (each, a the “Company SubsidiaryParent Subsidiaries”), and collectively, the “Company Subsidiaries”) each such entity is a corporation, partnership or limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares , has the requisite corporate power or other equity interests of each Company Subsidiary are duly authorizedpower and authority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensinglicensure, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, reasonably be likely to have a Company Parent Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company Parent has no other Subsidiaries other than the Company Parent Subsidiaries. (c) The Company and each Company Subsidiary isExcept as set forth in Section 4.1(c) of the Parent Disclosure Schedule, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company neither Parent nor any of the Company Parent Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which Parent or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Parent Subsidiary or any of their respective properties or assets is subject, except where such violation, alone or together with all other violations, would not reasonably be likely to have a Company Parent Material Adverse Effect. The Company Parent and the Company Parent Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not reasonably be likely to have a Company Parent Material Adverse Effect. (d) The Company Parent has previously provided or made available to Parent the Company true and complete copies of the articles certificate of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries Parent as in effect on the date of this Agreement.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedorganized, validly existing and in good standing under the laws of the State Commonwealth of FloridaMassachusetts. The Except as set forth in Section 5.1(a) of the Company Disclosure Schedule, the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities Company Subsidiaries listed in Section 3.1(b) 5.4 of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, partnership or limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares , has the requisite corporate power or other equity interests of each Company Subsidiary are duly authorizedpower and authority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no other Subsidiaries other than the Company Subsidiaries. (c) The Except as set forth in Section 5.1(c) of the Company and each Company Subsidiary isDisclosure Schedule, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or any of the Company Subsidiaries is in violation of any Law regulation to which the Company or any Company Subsidiary or any of their respective properties or assets is subjectsubject (including, but not limited to, the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”), other Securities Laws, and the Listing Standards of the Nasdaq Stock Market, Inc.), where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles Articles of incorporation Organization and bylaws By-laws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreement.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedorganized, validly existing and in good standing under the laws of the State of FloridaDelaware. The Except as set forth in Section 5.1 of the Company Disclosure Schedule, the Company is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed would notin good standing could not reasonably be expected, individually or taken in the aggregate, to have a Company Material Adverse Effect (as defined below). For purposes of this Agreement, a "Company Material Adverse Effect" ------------------------------- shall mean a material adverse effect on the business (as now conducted), results of operations or financial condition of the Company and the Company Subsidiaries taken as a whole. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed Except as set forth in Section 3.1(b) 5.1 of the Company Disclosure Schedule (eachSchedule, a “each of the Company Subsidiary”, and collectively, the “Company Subsidiaries”) Subsidiaries is a corporation, corporation or limited liability company (or similar entity or association in the case of those Company Subsidiaries organized and existing other entity than under the laws of a State of the United States) duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares , has the corporate or other equity interests of each Company Subsidiary are duly authorizedpower and authority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would notcould not reasonably be expected, individually or taken in the aggregate, to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or any of the Company Subsidiaries is in violation of any Law regulation to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violationviolations could reasonably be expected, alone or together with all other violationstaken in the aggregate, would to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such actionaction could reasonably to expected, alone or together with all other such failurestaken in the aggregate, would not to have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies Copies of the articles Certificate of incorporation Incorporation and bylaws Bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreementhave been provided to Parent and are true and correct.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company MART is a corporation real estate investment trust duly formedorganized, validly existing and in good standing under the laws of the State of FloridaMaryland. The Company MART is duly licensed or qualified or licensed to do business as a foreign corporation entity and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, which states are listed in Section 5.1 of the MART Disclosure Letter, except where the failure to be so qualified licensed or licensed would notqualified, individually or in the aggregate, has not had and is not likely to have a Company material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) or financial condition of MART and the MART Subsidiaries taken as a whole (a “MART Material Adverse Effect”). The Company MART has all requisite corporate real estate investment trust power and authority to own, operate, operate and lease its assets and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or . Each MART Subsidiary (as defined in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in this Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”5.1) is a corporation, limited liability company (“LLC”) or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate, LLC or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid authority to own its properties and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiaryto carry on its business as it is now being conducted. Each Company MART Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction the states listed on Section 5.4 of the MART Disclosure Letter, which are the only states in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such where the failure to be so qualified, licensed or to be in good standing would notqualified, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would had and could not reasonably be expected to have, individually or in the aggregate, have a Company MART Material Adverse Effect. Neither the Company MART nor any of the Company MART Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which MART or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company MART Subsidiary or any of their respective properties or assets is subject, except where such violation, alone violation has not had or together with all other violations, would could not reasonably be expected to have a Company MART Material Adverse Effect. The Company MART and the Company MART Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone action has not had or together with all other such failures, would could not reasonably be expected to have a Company MART Material Adverse Effect. (d) . The Company has previously provided charter or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter equivalent documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company partnership and joint venture agreements (and in each such case, all amendments thereto) of the Company MART, MART Limited Partnership, a Maryland limited partnership (“MART LP”) and each joint venture in which MART or a MART Subsidiary is a party are listed in Section 5.1 of the Company Subsidiaries as in effect on MART Disclosure Letter and MART has delivered or made available to Kimco true and correct copies of the date organizational documents for each material operating MART Subsidiary (including any that own any Property). For the purposes of this Agreement.Table of Contents

Existence; Good Standing; Authority; Compliance With Law. (a) The Company HHTI is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State Commonwealth of FloridaVirginia. The Company HHTI is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. The Company Schedule 7.1((a)) attached hereto is a true and correct list of each jurisdiction in which HHTI is qualified or licensed as a foreign corporation. HHTI has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) HHTI Subsidiary is a corporation, limited liability company company, business trust or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. Each Company Schedule 7.1((b)) attached hereto is a true and correct list of each jurisdiction in which each HHTI Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business is qualified or licensed as now conducted. The Company has no Subsidiaries other than the Company Subsidiariesa foreign entity. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company HHTI nor any of the Company HHTI Subsidiaries is in violation of any order of any court, governmental authority Governmental Authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which HHTI or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company HHTI Subsidiary or any of their respective properties or assets is are subject, where such violation, alone or together with all other violations, violation would have a Company Material Adverse Effect. The Company HHTI and the Company HHTI Subsidiaries have obtained all licenses, permits permits, contract rights, including, without limitation, any necessary franchise arrangements, and other authorizations and have taken all actions required by applicable Law or Applicable Law, governmental regulations or otherwise in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such actionaction would have a Material Adverse Effect. Schedule 7.1((c)) attached hereto is a true and complete list of all necessary HHTI Permits held or required to be held by HHTI or any HHTI Subsidiary, alone or together with all other such failures, than any HHTI Permit of which the failure to obtain would not have a Company Material Adverse Effect. (d) The Company has previously provided Complete and correct copies of HHTI's Articles of Incorporation and the HHTI Subsidiaries' charters and bylaws or other organizational documents, as the case may be, which reflect all amendments made thereto, have been delivered or made available to Parent true STH and its counsel. The minute books and other records of HHTI and the HHTI Subsidiaries are complete copies and contain in all material respects accurate records of all meetings and accurately reflect in all material respects all other corporate action of the articles stockholders and directors and any committees of incorporation and bylaws the Board of Directors of HHTI and the other charter documentsboards of directors, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) partners or managers of the Company and each HHTI Subsidiaries. Neither HHTI nor any HHTI Subsidiary is in default under or in violation of the Company Subsidiaries as in effect on the date any provision of this Agreementtheir respective charters or bylaws.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Source is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State its jurisdiction of Floridaincorporation. The Company Source is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, not have a Company material adverse effect on the business, results of operations or financial condition of Source and its Subsidiaries taken as a whole (a "Source Material Adverse Effect"). The Company Source has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) . Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Source's Subsidiaries is a corporation, limited liability company corporation or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Source Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to ownTo the best knowledge of the executive officers of Source, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company neither Source nor any of the Company its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which Source or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Source Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, violation would have a Company Source Material Adverse Effect. The Company Source and the Company its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action, alone or together with all other such failures, action would not have a Company Source Material Adverse Effect. (d) The Company has . Copies of Source's and its Subsidiaries' Articles of Incorporation, Bylaws, organization documents and partnership and joint venture agreements have been previously provided delivered or made available to Parent Biopool and such documents are listed in the Source Disclosure Letter and are true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreementcorrect.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company RMSI is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company RMSI is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed would not, individually or in the aggregate, could not have a Company material adverse effect on the combined business, assets, results of operations or financial condition of RMSI and the RMSI Subsidiaries taken as a whole (a "RMSI Material Adverse Effect"). The Company RMSI has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted or proposed to be conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) RMSI Subsidiary is a corporation, limited liability company corporation or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate or partnership power and outstanding shares authority to own its properties and to carry on its business as it is now being conducted or other equity interests of each Company Subsidiary are duly authorizedproposed to be conducted, validly issuedand, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company RMSI Material Adverse Effect. Each Company Except as set forth in Section 3.1(b) of the RMSI Disclosure Letter, all of the outstanding shares of capital stock of, or partnership or other equity interests in, each RMSI Subsidiary has all requisite power are owned beneficially and authority of record by RMSI free of any lien, restriction or encumbrance and such shares, partnership interests or other equity interests have been duly and validly issued and are outstanding, fully paid and non-assessable. Except as set forth in Section 3.1(b) of the RMSI Disclosure Letter, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other equity interests in, any of the RMSI Subsidiaries, or outstanding warrants, options or other rights to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiariesacquire any such convertible securities. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Copies of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles certificate of incorporation or other charter documents and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries RMSI as in effect they exist on the date hereof have been delivered or made available to Xxxxxxx and its counsel. All such copies are true, correct and complete and no amendments thereto are pending. None of this AgreementRMSI or any of the RMSI subsidiaries are in violation of their respective certificates of incorporation or bylaws.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedorganized, validly existing and in good standing under the laws of the State of FloridaDelaware. The Except as set forth in Section 5.1 of the Company Disclosure Schedule, the Company is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse EffectEffect (as defined below). The Company has all requisite corporate power and authority to ownFor purposes of this Agreement, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect.Effect shall mean a material adverse effect on the current business, results of operations or financial condition of the Company and the Company Subsidiaries (as hereinafter defined) taken as a whole, other than any actions, omissions, changes, events or effects that (i) are primarily related to a general drop in stock prices in the United States or the United Kingdom that are primarily due to political or economic turmoil or (ii) are primarily related to or result from the announcement or pendency of the Offer and/or the Merger, including disruptions to the Company's business or the Company's Subsidiaries' businesses, and their respective employees, customers and suppliers. Notwithstanding anything to the contrary 9 (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Subsidiaries is a corporation, limited liability company or other entity corporation duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any None of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) or other entity other than an entity organized as a corporation under the laws of any state of the Company and each of the Company Subsidiaries as in effect on the date of this AgreementUnited States.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation real estate investment trust duly formed, validly existing and in good standing under the laws of the State of FloridaMaryland. The declaration of trust of the Company (the “Company Declaration of Trust”) is in effect and no dissolution, revocation or forfeiture proceedings regarding the Company have been commenced. The Company is duly qualified or licensed to do business as a foreign corporation entity and is in good standing under the laws Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed would not, individually or in the aggregate, not have a Company Material Adverse Effect. The Company has all requisite corporate trust power and authority to own, lease and operate its properties and to carry on its businesses as now conducted and proposed by the Company to be conducted. (b) The Company Partnerships are limited partnerships duly formed, validly existing and in good standing under the laws of the State of Delaware. The certificates of limited partnership of the Company Partnerships are in effect. The Company Partnerships are duly qualified or licensed to do business as foreign limited partnerships and are in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by them therein or in which the transaction of their businesses makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed would not have a Material Adverse Effect. The Company Partnerships have all requisite partnership power and authority to own, operate, lease and encumber its their properties and carry on its business their businesses as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (bc) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Section 3.1(b4.01(c) of the Company Disclosure Schedule sets forth forth: (i) each Company Subsidiary; (ii) the name and jurisdiction of incorporation or organization legal form of each Company Subsidiary, including the state of formation; and (iii) the identity and ownership interest of each Subsidiary that is held by the 18 Company or its Subsidiaries. Except as listed in Section 4.01(c) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, beneficially or of record, any shares of stock or other security of any other entity or any other investment in any other entity that would be deemed a Subsidiary or joint venture of the Company. (d) Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in under the laws of each jurisdiction in which the ownership character of its property the properties owned, leased or operated by it therein or in which the conduct transaction of its business requires makes such qualification or licensinglicensing necessary, except for other than in such jurisdictions in which such where the failure to be so qualified, qualified or licensed or to be in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (de) Except as set forth in Section 4.01(e) of the Company Disclosure Schedule, all of the outstanding equity or voting securities or other interests of each of the Company Subsidiaries have been validly issued and are (i) fully paid and nonassessable, (ii) owned by the Company or by one of its Subsidiaries, and (iii) owned, directly or indirectly, free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), and all equity or voting interests in each of the Company Subsidiaries that is a partnership, joint venture, limited liability company or trust which are owned by the Company, by one of the Company Subsidiaries or by the Company and one of the Company Subsidiaries are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law). (f) The Company has previously provided or made available to Parent NRT true and complete copies of the articles Company Declaration of incorporation and bylaws Trust and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) By-laws of the Company (the “Company By-laws”), each as amended through the date hereof. (g) The Company has previously made available to NRT true and each complete copies of the Company Subsidiaries OP-1 Partnership’s Second Amended and Restated Certificate of Limited Partnership and Fifth Amended and Restated Agreement of Limited Partnership (the “OP-1 Partnership Agreement”), each as in effect on amended through the date of hereof (except as contemplated by this Agreement). (h) The Company has previously made available to NRT true and complete copies of the OP-2 Partnership’s Second Amended and Restated Certificate of Limited Partnership and Second Amended and Restated Agreement of Limited Partnership (the “OP-2 Partnership Agreement”), each as amended through the date hereof (except as contemplated by this Agreement). (i) The Company has previously made available to NRT true and complete copies of the OP-3 Partnership’s Second Amended and Restated Certificate of Limited Partnership and Amended and Restated Agreement of Limited Partnership (the “OP-3 Partnership Agreement” and, together with the OP-1 Partnership Agreement and the OP-2 Partnership Agreement, the “Partnership Agreements”), each as amended through the date hereof (except as contemplated by this Agreement). (j) The Company has previously made available to NRT true and complete copies of each Joint Venture’s formation documents (the “Joint Venture Formation

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Parent is a corporation real estate investment trust duly formedorganized, validly existing and in good standing under the laws of the State of FloridaTexas. The Company Except as set forth in Section 4.1(a) of Parent Disclosure Schedule, Parent is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Company Parent Material Adverse Effect. The Company Parent has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities Parent Subsidiaries listed in Section 3.1(b4.1(b) of the Company Parent Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Parent Subsidiaries”) is a corporation, partnership or limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares , has the requisite corporate power or other equity interests of each Company Subsidiary are duly authorizedpower and authority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, have a Company Parent Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company Parent has no other Subsidiaries other than the Company Parent Subsidiaries. (c) The Company and each Company Subsidiary isExcept as set forth in Section 4.1(c) of the Parent Disclosure Schedule, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company neither Parent nor any of the Company Parent Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which Parent or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Parent Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Parent Material Adverse Effect. The Company Parent and the Company Parent Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Parent Material Adverse Effect. (d) The Company Parent has previously provided or made available to Parent the Company true and complete copies of the articles declaration of incorporation trust and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company Parent and each of the Company Parent Subsidiaries as in effect on the date of this Agreement.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company ARM is a corporation duly formedorganized, validly existing and in good standing under the laws of the State of FloridaOhio. The Company ARM is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed in good standing would not, individually or in the aggregate, not have a Company "ARM Material Adverse Effect" (hereinafter defined). The Company ARM has all requisite corporate power and authority to own, operate, operate and lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, ARM is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or any of the Company Subsidiaries is in violation of any Law regulation to which the Company or any Company Subsidiary or any of their respective properties or assets it is subject, except where such violation, alone or together with all other violations, the violation would not have a Company an XpiData Material Adverse Effect. The Company and the Company Subsidiaries have obtained ARM has all licenses, permits and other authorizations authorizations, including licenses to act as a consumer collection agency in the states set forth in the ARM Disclosure Letter (the "Permits") and have has taken all actions required by applicable Law law or governmental regulations in connection with their businesses its business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action, alone or together with all other such failures, action would not have a Company an ARM Material Adverse Effect. . The Permits are valid, and ARM has not received any notice that any governmental authority intends to modify, cancel, terminate or fail to renew any Permit. No present or former officer, manager, member or employee of ARM or any affiliate thereof, or any other person, firm, corporation or other entity, owns or has any proprietary, financial or other interest (ddirect or indirect) The Company in any Permits. ARM has previously provided conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Permits and other applicable orders, statutes, approvals, judgments, decrees, plans, variances, rules and regulations of federal, state, county, municipal authorities, agencies or made available to Parent true boards (collectively, "Laws") and complete copies is not in violation of any of the articles foregoing except where such failure would not have an ARM Material Adverse Effect. The transactions contemplated by this Agreement will not result in a default under, or a breach or violation of, or adversely affect the rights and benefits afforded to ARM, by any Permit. For purposes of incorporation and bylaws and the other charter documentsthis Agreement, articles of incorporationan ARM Material Adverse Effect shall mean any event, bylawsoccurrence, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in act or omission that would have a material adverse effect on the date business, results of this Agreementoperations or financial condition, assets or liabilities of ARM.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company HHTI is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State Commonwealth of FloridaVirginia. The Company HHTI is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. The Company Schedule 7.1(a) attached hereto is a true and correct list of each jurisdiction in which HHTI is qualified or licensed as a foreign corporation. HHTI has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) HHTI Subsidiary is a corporation, limited liability company company, business trust or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. Each Company Schedule 7.1(b) attached hereto is a true and correct list of each jurisdiction in which each HHTI Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business is qualified or licensed as now conducted. The Company has no Subsidiaries other than the Company Subsidiariesa foreign entity. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company HHTI nor any of the Company HHTI Subsidiaries is in violation of any order of any court, governmental authority Governmental Authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which HHTI or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company HHTI Subsidiary or any of their respective properties or assets is are subject, where such violation, alone or together with all other violations, violation would have a Company Material Adverse Effect. The Company HHTI and the Company HHTI Subsidiaries have obtained all licenses, permits permits, contract rights, including, without limitation, any necessary franchise arrangements, and other authorizations and have taken all actions required by applicable Law or Applicable Law, governmental regulations or otherwise in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such action, alone or together with all other such failures, action would not have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreement.. Schedule 7.1

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedorganized, validly existing and in good standing under the laws of the State of Florida. Delaware. (b) The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed has not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority has not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (bc) Each of the entities listed in Section 3.1(b3.1(c) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, professional medical corporation, joint venture, limited partnership or limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such failure to be so qualified, licensed or to be in good standing has not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (cd) The Company and each Company Subsidiary isSince September 30, and since January 12009, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither neither the Company nor any of the Company Subsidiaries is has been in violation of any Law or any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, except where such violation, alone or together with all other violations, has not had or would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure be reasonably expected not to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (de) The Company has previously provided or made available to Parent true and complete copies of the articles certificate of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries (other than inactive Company Subsidiaries) as in effect on the date of this Agreement.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company Xxxxxx is a corporation duly formedorganized, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company Xxxxxx is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed would not, individually or in the aggregate, not have a Company material adverse effect on the business, results of operations or financial condition of Xxxxxx and the Xxxxxx Subsidiaries (as defined below) taken as a whole (a "Xxxxxx Material Adverse Effect"). The Company Xxxxxx has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Xxxxxx Subsidiaries is a corporation, limited liability company corporation or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Xxxxxx Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary isExcept as set forth in Section 5.1(c) of the Xxxxxx Disclosure Letter, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledgebest knowledge of Xxxxxx, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company neither Xxxxxx nor any of the Company Xxxxxx Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which Xxxxxx or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Xxxxxx Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, violation would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Xxxxxx Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies Copies of the articles Certificate of incorporation and bylaws and the Incorporation or other charter documents, articles of incorporation, bylawsBylaws, organizational documents and partnership, limited liability company partnership and joint venture agreements (and in each such case, all amendments thereto) of the Company Xxxxxx and each of the Company Xxxxxx Subsidiaries as are listed in effect on Section 5.1 of the date Xxxxxx Disclosure Letter, and the copies of such documents, which have previously been delivered or made available to Buyer and its counsel, are true and correct. For the purposes of this Agreement, the term "Xxxxxx Subsidiary" shall include any of the entities listed under such heading in Section 5.4 of the Xxxxxx Disclosure Letter.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company STH is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company STH is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. The Company Schedule 5.1(a) attached hereto is a true and correct list of each jurisdiction in which STH is qualified or licensed as a foreign corporation. STH has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) STH Subsidiary is a corporation, limited liability company or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate or partnership power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. Each Company Schedule 5.1(b) attached hereto is a true and correct list of each jurisdiction in which each STH Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business is qualified or licensed as now conducted. The Company has no Subsidiaries other than the Company Subsidiariesa foreign entity. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company STH nor any of the Company STH Subsidiaries is in violation of any order of any court, governmental authority Governmental Authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or regulation to which STH or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company STH Subsidiary or any of their respective properties or assets is are subject, where such violation, alone or together with all other violations, violation would have a Company Material Adverse Effect. The Company STH and the Company STH Subsidiaries have obtained all licenses, permits permits, contract rights, including, without limitation, any necessary franchise arrangements, and other authorizations and have taken all actions required by applicable Law or Applicable Law, governmental regulations or otherwise in connection with their businesses business as now conducted, except where the failure to obtain any such license, permit or authorization item or to take any such actionaction would have a Material Adverse Effect. Schedule 5.1(c) attached hereto is a true and complete list of all necessary STH Permits held or required to be held by STH or any STH Subsidiary, alone or together with all other such failures, than any STH Permit of which the failure to obtain would not have a Company Material Adverse Effect. (d) The Company has previously provided Complete and correct copies of STH's Certificate of Incorporation and the STH Subsidiaries' charters and bylaws or other organizational documents, as the case may be, which reflect all amendments made thereto, have been delivered or made available to Parent true HHTI and its counsel. The minute books and other records of STH and the STH Subsidiaries are complete copies and contain in all material respects accurate records of all meetings and accurately reflect in all material respects all other corporate action of the articles stockholders and directors and any committees of incorporation and bylaws the Board of Directors of STH and the other charter documentsboards of directors, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) partners or managers of the Company and each STH Subsidiaries. Neither STH nor any STH Subsidiary is in default under or in violation of the Company Subsidiaries as in effect on the date any provision of this Agreementtheir respective charters or bylaws.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company RMSI is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company RMSI is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed would not, individually or in the aggregate, could not have a Company material adverse effect on the combined business, assets, results of operations or financial condition of RMSI and the RMSI Subsidiaries taken as a whole (a "RMSI Material Adverse Effect"). The Company RMSI has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted or proposed to be conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) RMSI Subsidiary is a corporation, limited liability company corporation or other entity partnership duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the corporate or partnership power and outstanding shares authority to own its properties and to carry on its business as it is now being conducted or other equity interests of each Company Subsidiary are duly authorizedproposed to be conducted, validly issuedand, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, not have a Company RMSI Material Adverse Effect. Each Company Except as set forth in Section 3.1(b) of the RMSI Disclosure Letter, all of the outstanding shares of capital stock of, or partnership or other equity interests in, each RMSI Subsidiary has all requisite power are owned beneficially and authority of record by RMSI free of any lien, restriction or encumbrance and such shares, partnership interests or other equity interests have been duly and validly issued and are outstanding, fully paid and non-assessable. Except as set forth in Section 3.1(b) of the RMSI Disclosure Letter, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other equity interests in, any of the RMSI Subsidiaries, or outstanding warrants, options or other rights to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiariesacquire any such convertible securities. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Copies of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles certificate of incorporation or other charter documents and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries RMSI as in effect they exist on the date hereof have been delivered or made available to Merkxxx xxx its counsel. All such copies are true, correct and complete and no amendments thereto are pending. None of this AgreementRMSI or any of the RMSI subsidiaries are in violation of their respective certificates of incorporation or bylaws.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedorganized, validly existing and in good standing under the laws of the State of FloridaDelaware. The Except as set forth in Section 5.1 of the Company Disclosure Schedule, the Company is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets, properties, results of operations or financial condition of the Company and the Company Subsidiaries (as defined herein) taken as a whole (a "Company Material Adverse Effect"). The Company has all requisite ------------------------------- corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) Subsidiaries is a corporation, partnership or limited liability company (or similar entity or association in the case of those Company Subsidiaries organized and existing other entity than under the laws of a state of the United States) duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares , has the corporate or other equity interests of each Company Subsidiary are duly authorizedpower and authority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership character of its property the properties owned, leased or operated by it therein or in which the conduct transaction of its business requires makes such qualification or licensinglicensing necessary, except as set forth in Section 5.1(b) of the Company Disclosure Schedule and except for jurisdictions in which such failure failures to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority Governmental Entity or arbitration board or tribunal, or has received any written notice that the Company domestic law, statute, order, judgment, decree, ordinance, rule or any of the Company Subsidiaries is in violation of any Law regulation ("Law"), applicable to which the Company or any Company Subsidiary or by --- which any of their respective properties or assets is subjectbound or affected, where such violationwhich violations would, alone individually or together with all other violationsin the aggregate, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure reasonably be expected to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (d) The Company and the Company Subsidiaries have obtained all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, waivers, rights, certificates, approvals and orders of, and registrations required to be made with, any United States (federal, state or local) government, or governmental, regulatory or administrative authority, agency or commission, court or arbitrator of competent jurisdiction or stock exchange (each of the foregoing, a "Governmental Entity") that are material to ------------------- its business as it is now being or is intended to be conducted (the "Company ------- Permits"), except where failure to obtain any such Company Permit would not, ------- individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company or one or more of the Company Subsidiaries is in possession of all of the Company Permits, no material violations are or have been recorded in respect of any of the Company Permits and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened that has previously provided resulted or would be, individually or in the aggregate, reasonably expected to result in a Company Material Adverse Effect. Except for such defaults or violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all of the Company Permits are in full force and effect and neither the Company nor any of its Subsidiaries is, or has received notice alleging that it is, in conflict with, or in default or violation of, or, with the giving of notice or lapse of time or both, would be in conflict with, or in default or violation of, (i) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected by or (ii) any of the Company Permits. (e) The copies of the Company certificate of incorporation and by- laws, each as amended through the date of this Agreement that are incorporated by reference in, as exhibits to the Company's registration statement on Form S-8 dated August 12, 1999 and all comparable corporate organizational documents of the Company Subsidiaries made available to Parent true by the Company are complete and correct copies of those documents. All such corporate organizational documents of the Company and the Company Subsidiaries are listed on Section 5.1(e) of the Company Disclosure Schedule. Such certificate of incorporation and by-laws and all comparable organizational documents of the Company Subsidiaries are in full force and effect. The Company is not in violation of any of the provisions of such certificate of incorporation or by-laws. (f) All Company Permits issued by a state public utilities commission or a similar state regulatory body ("PUC") or the Federal Communications --- Commission ("FCC"), or a municipal authority used in conjunction with Company's --- provision of telecommunications services (collectively, the "Communications -------------- Permits") are listed in Section 5.1(f) of the Company Disclosure Schedule. Each ------- of the Communications Permits was duly issued and is valid and in full force and effect and has not been modified, canceled, revoked, or conditioned in any adverse manner except for such modifications, cancellations, revocations or conditions that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Communications Permits has been sold, conveyed, pledged, assigned or transferred to any other party, and no other party has any present or future right to acquire use of them that would in either case, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (g) Except as disclosed in Section 5.1(g) the Company Disclosure Schedule, the Company has complied with and is in compliance with all regulations and laws applicable to its operations under the Communications Permits, except where any such failure would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is in compliance with, and its businesses have operated in compliance with, the Communications Act of 1934, as amended, FCC regulations, or any applicable state laws or regulations, and has filed all tariffs, registrations and reports and paid all required fees, including any renewal applications, required by the Communications Act of 1934, as amended, or any applicable state regulations and has complied with the terms of each such tariff or regulation, except where any such failure would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is no action, suit, investigation or other proceeding pending or, to the Company's knowledge, threatened against the Company which might adversely affect the Communications Permits, or the assignment of the Communications Permits to Parent or MergerCo that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No event has occurred with respect to the Communications Permits which permits or, after notice or lapse of time, or both, would permit revocation or termination thereof, or would result in any impairment of the rights of the holder of the Communications Permits or the imposition of a forfeiture against the Company or any subsequent holder of the Communications Permits with respect to the operation of the facilities authorized thereby that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (h) The Company has delivered to Parent correct and complete copies of (a) the articles of incorporation and bylaws Company's Communications Permits and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of applications related thereto together with any pending applications filed by the Company for new or modified facilities related to the purchased business, and each of (b) all other Permits and any tariffs filed by the Company Subsidiaries as relating to the purchased business, and any applications for additional or modified Permits to the purchased business, except for those Communications Permits or other Permits that would not, individually or in effect on the date of this Agreementaggregate, reasonably be expected to have a Company Material Adverse Effect.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formedorganized, validly existing and in good standing under the laws of its state of formation and has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as now being conducted, except where the State of Floridafailure to have such power, authority, and governmental approvals would not reasonably be expected to have a Company Material Adverse Effect (as hereinafter defined). The Company is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character ownership of its property or the properties owned, leased or operated by it therein or in which the transaction conduct of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified or licensed in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect (as hereinafter defined). The Company has all requisite corporate power and authority to ownFor purposes of this Agreement, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure an event shall be deemed to have such power or authority would not, individually or in the aggregate, have a "Company Material Adverse Effect" if such event has a material adverse effect on the business, results of operations or condition (financial or otherwise) of the Company. (b) Each of the entities listed Except as set forth in Section 3.1(b) 5.1 of the Company Disclosure Schedule (eachSchedule, a “each of the Company Subsidiary”, and collectively, the “Company Subsidiaries”) Subsidiaries is a corporation, limited liability company or other an entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued , has the power and outstanding shares or other equity interests of each Company Subsidiary are duly authorizedauthority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensingqualification, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. (c) Except as set forth in Section 5.1 of the Company Disclosure Schedule, to the knowledge of the Company, the Company and the Company Subsidiaries possess all licenses, permits and other authorizations required to conduct their businesses as now conducted by them, except where the failure to possess such licenses, permits and other authorizations would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (d) The Company has previously provided or made available to Parent true and complete copies of the articles of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and Except as set forth in each such case, all amendments thereto) Section 5.1 of the Company Disclosure Schedule, the Company and each the Company Subsidiaries are in compliance with all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered, by any federal, state or local court or Governmental Entity applicable to the Company or to any of the Company Subsidiaries as or to their respective businesses or properties (collectively, the "Applicable Laws"), except where the failure to comply would not, individually or in effect on the date of this Agreementaggregate, reasonably be expected to have a Company Material Adverse Effect.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company NRT is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. The charter of NRT (the “NRT Articles”) is in effect and no dissolution, revocation or forfeiture proceedings regarding NRT have been commenced. NRT is duly qualified or licensed to do business as a foreign entity and is in good standing under the Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed would not have a Material Adverse Effect. NRT has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as now conducted and proposed by NRT to be conducted. (b) NRT OP is a limited partnership duly formed, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company certificate of limited partnership of NRT OP is in effect. NRT OP is duly qualified or licensed to do business as a foreign corporation limited partnership and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed would not, individually or in the aggregate, not have a Company Material Adverse Effect. The Company NRT OP has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite partnership power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries.41 (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Section 5.01(c) of the Company Subsidiaries NRT Disclosure Schedule sets forth: (i) each NRT Subsidiary; (ii) the legal form of each NRT Subsidiary, including the state of formation; and (iii) the identity and ownership interest of each NRT Subsidiary that is in violation of any order of any courtheld by NRT, governmental authority or arbitration board or tribunal, or has received any written notice that the Company NRT OP or any of NRT’s Subsidiaries. Except as listed in Section 5.01(c) of the Company Subsidiaries is in violation NRT Disclosure Schedule, NRT does not own, directly or indirectly, beneficially or of record, any shares of stock or other security of any Law other entity or any other investment in any other entity that would be deemed a Subsidiary of NRT. (d) Each NRT Subsidiary is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction in which the Company character of the properties owned, leased or any Company Subsidiary operated by it therein or any in which the transaction of their respective properties its business makes such qualification or assets is subjectlicensing necessary, where other than in such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except jurisdictions where the failure to obtain any such license, permit be so qualified or authorization or to take any such action, alone or together with all other such failures, licensed would not have a Company Material Adverse Effect. (de) The Company Except as set forth in Section 5.01(e) of the NRT Disclosure Schedule, all of the outstanding equity or voting securities or other interests of each of the NRT Subsidiaries have been validly issued and are (i) fully paid and nonassessable, (ii) owned by NRT or by one of its Subsidiaries, and (iii) owned, directly or indirectly, free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), and all equity or voting interests in each of the NRT Subsidiaries that is a partnership, joint venture, limited liability company or trust which are owned by NRT, by one of the NRT Subsidiaries or by NRT and one of the NRT Subsidiaries are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law). (f) NRT has previously provided or made available to Parent the Company true and complete copies of the articles of incorporation Amended and bylaws Restated By-laws (the “NRT By-laws”) and the other charter documentsNRT Articles, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements each as amended through the date hereof. (and in each such case, all amendments theretog) Section 5.01(g) of the Company NRT Disclosure Schedule sets forth the jurisdictions in which NRT and each of the Company its Subsidiaries are qualified to do business as in effect on the date of this Agreementforeign entities.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation real estate investment trust duly formedorganized, validly existing and in good standing under the laws of the State of FloridaMaryland. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. The Company has all requisite corporate trust power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the entities Company’s Subsidiaries is listed in Section 3.1(b) 3.4 of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) ), and each such entity is a corporation, partnership or limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares , has the requisite corporate power or other equity interests of each Company Subsidiary are duly authorizedpower and authority to own its properties and to carry on its business as it is now being conducted, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensinglicensure, except for jurisdictions in which such failure to be so qualified, licensed qualified or to be in good standing would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no other Subsidiaries other than the Company Subsidiaries. (c) The Except as set forth in Section 3.1(c) of the Company and each Company Subsidiary isDisclosure Schedule, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company law, ordinance, governmental rule or any of the Company Subsidiaries is in violation of any Law regulation to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, except where such violation, alone or together with all other violations, would not reasonably be likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not reasonably be likely to have a Company Material Adverse Effect. (d) Each of the Company and the Company Subsidiaries (i) has been operated at all times in compliance with all Laws applicable to the Company or any of the Company Subsidiaries or by which any property, business or asset of the Company or any of the Subsidiaries is bound or affected, except for such non-compliance as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, and (ii) is not in default or violation of any notes, bonds, mortgages, indentures, contracts, agreements, leases, licenses, permits, franchises, or other instruments or obligations to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any property or asset of the Company or any of the Company Subsidiaries is bound or affected, except for such defaults or violations as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (e) The Company has previously provided or made available to Parent true and complete copies of the articles amended and restated declaration of incorporation trust, as amended, and bylaws second amended and restated bylaws, as amended, and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as currently in effect on other than with respect to certain immaterial items with respect to certain wholly-owned subsidiaries, and neither the date Company nor any Company Subsidiary is in violation of this Agreementany provision of its respective charter documents. (f) Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, the minute books of the Company and each of the Company Subsidiaries for which minute books are maintained for the period since January 1, 2002 have been made available to Parent, accurately reflect in all material respects all action of the shareholders and directors and any committees of the Company Board and each of the Company Subsidiaries and all actions of the partners and members of each of the Company Subsidiaries taken during such period.

Existence; Good Standing; Authority; Compliance With Law. (ai) The Company is a corporation duly formedincorporated, validly existing and in good standing under the laws of the State of FloridaTennessee and in good standing with the TN Secretary. The Company is duly qualified or licensed to do business as a foreign corporation entity and is in good standing under the laws Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction nature of its the business it is currently conducting makes such qualification or licensing necessary, except other than in such jurisdictions where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has all requisite corporate power and authority be reasonably expected to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. (bii) Section 5.02(a)(ii) of the Disclosure Letter sets forth: (i) each Subsidiary of the Company; (ii) the legal form of each Subsidiary of the Company, including the state of formation; and (iii) the identity and ownership interest of each of such Subsidiaries that is held by the Company or its Subsidiaries. (iii) Each of the entities listed in Section 3.1(b) Subsidiaries of the Company Disclosure Schedule (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) is a corporation, partnership or limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its the jurisdiction of its incorporation or organization. All issued and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such where the failure to be so qualifiedincorporated, licensed organized, validly existing or to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. Each of the Subsidiaries of the Company Subsidiary has all requisite power is duly qualified or licensed to do business and authority to ownin good standing under the laws of each jurisdiction in which the character of the properties owned, operateleased or operated by it therein or in which the nature of the business it is currently conducting makes such qualification or licensing necessary, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than in such jurisdictions where the Company Subsidiaries. (c) The Company and each Company Subsidiary is, and since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened failure to be charged with so qualified or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that licensed would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any Law be reasonably expected to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect. (div) Except as set forth in Section 5.02(a)(iv) of the Disclosure Letter, all of the outstanding equity or voting securities or other equity interests of each of the Subsidiaries of the Company have been validly issued and are (i) fully paid and nonassessable, (ii) owned by the Company or by one of its Subsidiaries. (v) The Company has previously provided or made available to Parent true and Acquiror complete copies of the articles of incorporation and bylaws Company Charter, Company Bylaws, the Trust Agreement and the other charter documentsPartnership Agreement, articles each as amended through, and as in effect on, the date hereof (the “Organizational Documents”). (vi) Each Company Option (A) was granted in compliance with all applicable Laws and all of incorporation, bylaws, organizational documents the terms and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) conditions of the Company and each Stock Plan pursuant to which it was issued, (B) has an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of Company Subsidiaries as in effect Common Stock on the date of this Agreementsuch grant, (C) has a grant date identical to the date on which the Company Board or Compensation Committee of the Company Board actually awarded such Company Option, and (D) qualifies for the tax and accounting treatment afforded to such Company Option in the Company’s tax returns and the financial statements of the Company, respectively.

Existence; Good Standing; Authority; Compliance With Law. (a) The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of FloridaDelaware. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have constitute a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have constitute a Company Material Adverse Effect. (b) Each of the entities listed in Section 3.1(b) of the Company Disclosure Schedule lists all of the Company’s Subsidiaries (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”) ). Each of the Company Subsidiaries is a corporation, limited partnership or limited liability company or other entity duly incorporated or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation or organization. All issued and outstanding shares or other equity interests of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, have constitute a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no Subsidiaries other than the Company Subsidiaries. (c) The Neither the Company and each nor any of the Company Subsidiary Subsidiaries is, and nor since January 1, 2009 has been, in compliance with, and to the Company’s Knowledge, is not under any investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law (other than applicable continued listing rules of NYSE Amex Equities), except for failure to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is in violation of any order Law or Order of any court, governmental authority or arbitration board or tribunalGovernmental Entity, or has received any written notice from a Governmental Entity that the Company or any of the Company Subsidiaries is in violation of any Law or Order to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have constitute a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all material licenses, permits and or other authorizations and have taken all actions required by applicable Law or governmental regulations in connection with their businesses as now conductedfrom any Governmental Entities (collectively, “Permits”), except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, Permit would not constitute a Company Material Adverse Effect, and the Company and the Company Subsidiaries have complied with the terms of such Permits, except as would not constitute a Company Material Adverse Effect. (d) There is no action, audit, suit, demand, claim, proceeding, inquiry or investigation pending or, to the Company’s Knowledge, threatened before any Governmental Entity against the Company or any Company Subsidiaries and neither the Company nor any Company Subsidiaries have received since January 1, 2009 written notice of (i) any material investigation of the Company or any Company Subsidiary, (ii) adverse inspection report or (iii) FDA Form 483, and since January 1, 2009 no material penalty, fine or other sanction has been assessed against the Company or any Company Subsidiary by any Governmental Entity, except in each case and in the aggregate as would not constitute a Company Material Adverse Effect. (e) The Company has previously provided or made available to Parent true and complete copies of the articles certificate of incorporation and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries (other than inactive foreign Company Subsidiaries) as in effect on the date of this Agreement, each of which is in full force and effect.