Common use of Existence; Good Standing; Authority Clause in Contracts

Existence; Good Standing; Authority. (a) The Company is a REIT duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company (i) is duly qualified or licensed to do business and is in good standing under the laws of any other jurisdiction in which the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) except where the failure to be so qualified or licensed, or to have such power and authority would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, and (ii) has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business in all material respects as it is now being conducted. (b) Each of the Company Subsidiaries is listed in Section 3.1(b) of the Company Disclosure Schedule, and each such entity (including the Operating Partnership) is a (i) corporation, partnership 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 all the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and (iii) 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 transaction of its business makes such qualification or licensing necessary, except in the case of (i) (other than with respect to the Operating Partnership), (ii) or (iii), where failure in such regard would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Section 3.1(b) of the Company Disclosure Schedule sets forth for each Company Subsidiary listed thereon the name of each Company Subsidiary and, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated or organized, and the Company’s ownership equity interest in each Company Subsidiary. (c) The Company has previously provided or made available to the Purchaser Parties true, correct and complete copies of the Amended and Restated Declaration of Trust of the Company, as amended (the “Declaration of Trust”), the Bylaws, and the OP Partnership Agreement, in each case as in effect on the date of this Agreement. (d) Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the minute books of the Company for the last three years and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser Parties.

Existence; Good Standing; Authority. (a) The Company is a REIT corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of MarylandDelaware. The Company (i) has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as currently conducted. The Company is duly licensed or qualified or licensed to do business and is in good standing as a foreign corporation under the laws of any each jurisdiction listed on Schedule 4.1(a) and each other jurisdiction in which the character of its properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) necessary, except where the failure to be so licensed or qualified or licensed, or would not be reasonably likely to have such power and authority would nothave, individually or in the aggregate, be reasonably likely to have a Company Material Adverse EffectEffect (as defined below). The copies of the Company's Certificate of Incorporation (the "Certificate of Incorporation") and Amended and Restated By-laws (the "By-laws"), each as amended to date and made available to Parent's and MergerCo's counsel, are complete and correct, and (ii) has all requisite power no amendments thereto are pending. The Certificate of Incorporation and authority to ownBy-laws are in full force and effect. "Company Material Adverse Effect" means a material adverse effect on the business, operate, lease and encumber its properties and carry on its business in all material respects as it is now being conducted. (b) Each financial condition or results of operations of the Company Subsidiaries is listed in Section 3.1(b) of and the Company Disclosure ScheduleCompany's Subsidiaries, and each taken as a whole, except for any such entity (including the Operating Partnership) is a effects resulting from (i) corporationthe negotiation, partnership execution, announcement or limited liability company duly incorporated performance of this Agreement or organizedthe consummation of the transactions contemplated by this Agreement, validly existing and in good standing including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors or partners, but not including the impact thereof on employees and/or physicians/scientists under contract to the laws of Company and/or its jurisdiction of incorporation or organizationSubsidiaries, (ii) has all changes in general economic or political conditions or the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and securities markets in general (iii) is duly qualified or licensed to do business whether as a foreign entity and is in good standing under the laws result of any other jurisdiction in which the transaction acts of its business makes such qualification terrorism, war (whether or licensing necessary, except in the case of (i) (other than with respect to the Operating Partnershipnot declared), (iiarmed conflicts or otherwise) or (iii), where failure ) changes in such regard would not, individually or conditions generally applicable to businesses in the aggregateclinical laboratory testing industry including, be reasonably likely to have a Company Material Adverse Effect. Section 3.1(bwithout limitation, (A) changes in laws, regulations, rules, ordinances, policies, mandates, guidelines or other requirements of the Company Disclosure Schedule sets forth for each Company Subsidiary listed thereon the name of each Company Subsidiary and, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated or organized, and the Company’s ownership equity interest in each Company Subsidiary. any Governmental Authority (c) The Company has previously provided or made available to the Purchaser Parties true, correct and complete copies of the Amended and Restated Declaration of Trust of the Company, as amended (the “Declaration of Trust”), the Bylaws, and the OP Partnership Agreement, in each case as in effect on the date of this Agreement. (d) Except as set forth defined in Section 3.1(d4.4) of generally applicable to such businesses or industries or (B) changes in generally accepted accounting principles as applied in the Company Disclosure Schedule, the minute books of the Company for the last three years and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser PartiesUnited States on a consistent basis ("GAAP") or its application.

Existence; Good Standing; Authority. (a) The Company is a REIT corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of MarylandDelaware. The Except as set forth on SCHEDULE 2.1(a), the Company (i) is duly licensed or 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, owned or leased or operated by it therein or in which the transaction transactions of its business makes such qualification or licensing necessary (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) necessary, except where the failure to be so licensed or qualified or licensedto be in good standing would not reasonably be expected, or to have such power and authority would not, either individually or in the aggregate, be reasonably likely to have cause a Company Material Adverse Effect, and (iiChange. SCHEDULE 2.1(a) sets forth each jurisdiction in which the Company is licensed or qualified to do business as a foreign corporation. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and to carry on its business as now conducted. (b) Each of the Subsidiaries is a corporation, partnership or limited liability company duly incorporated or organized, validly existing and, except as set forth on SCHEDULE 2.1(b), in good standing under the Laws of its jurisdiction of incorporation or organization and has all requisite corporate, partnership or limited liability company (as applicable) power and authority to own, operate, lease and encumber its properties and carry on its business in all material respects as it now conducted. Each such Subsidiary is now being conducted. (b) Each of the Company Subsidiaries is listed in Section 3.1(b) of the Company Disclosure Schedule, and each such entity (including the Operating Partnership) is duly licensed or qualified to do business as a (i) foreign corporation, partnership 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 all the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and (iii) is duly qualified or licensed to do business as a foreign entity and is in good standing under the laws of in any other jurisdiction in which the character of the properties owned or leased 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 to be in the case of (i) (other than with respect to the Operating Partnership)good standing would not reasonably be expected, (ii) or (iii), where failure in such regard would not, either individually or in the aggregate, be reasonably likely to have cause a Company Material Adverse EffectChange. Section 3.1(bSCHEDULE 2.1(b) of the Company Disclosure Schedule sets forth for each Company Subsidiary listed thereon the name of each Company Subsidiary and, with respect to each Company Subsidiary, the jurisdiction in which it any Subsidiary is incorporated licensed or organized, and the Company’s ownership equity interest in each Company Subsidiaryqualified to do business as a foreign corporation or limited liability company. (c) The Company has previously provided or made available the corporate power and authority to execute and deliver this Agreement and the Purchaser Parties trueClosing Documents, correct to perform its obligations hereunder and complete copies thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Closing Documents, the performance by the Company of its obligations hereunder and thereunder, and the consummation of the Amended transactions contemplated hereby and Restated Declaration of Trust thereby, have been duly authorized by all requisite corporate action on the part of the Company, as amended (the “Declaration of Trust”), the Bylaws, and the OP Partnership Agreement, in each case as in effect no other corporate proceedings on the date of this Agreement. (d) Except as set forth in Section 3.1(d) part of the Company Disclosure Scheduleare required to authorize the Agreement or the Closing Documents, or to consummate the minute books transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement by the Buyer, this Agreement constitutes a legal, valid and binding obligation of the Company for the last three years and each of Company, enforceable against the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser Partiesin accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or similar Laws affecting creditors' rights generally and by general equitable principles.

Existence; Good Standing; Authority. (a) The Company is a REIT corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of MarylandDelaware. Except as set forth on Schedule 4.1(a) hereto, the Company has the full corporate power to own, lease and operate its properties and to carry on its business as now being conducted and as now proposed to be conducted. The Company (i) is duly qualified or licensed to do business and is in good standing under as a foreign corporation in the laws Commonwealth of any Massachusetts and in each other jurisdiction in which the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) except where the failure to be so qualified or licensed, licensed has had or to have such power and authority would not, individually or in the aggregate, could be reasonably likely to have a Company Material Adverse Effect, and (ii) has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business in all material respects as it is now being conducted. (b) Each of the Company Subsidiaries is listed in Section 3.1(b) of the Company Disclosure Schedule, and each such entity (including the Operating Partnership) is a (i) corporation, partnership 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 all the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and (iii) 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 transaction of its business makes such qualification or licensing necessary, except in the case of (i) (other than with respect to the Operating Partnership), (ii) or (iii), where failure in such regard would not, individually or in the aggregate, be reasonably likely expected to have a Company Material Adverse Effect. Section 3.1(b) The copies of the Company Disclosure Schedule sets forth for each Company Subsidiary listed thereon the name of each Company Subsidiary and, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated or organized, and the Company’s ownership equity interest certificate of incorporation (as amended and in each effect, the “Certificate of Incorporation”)) and by-laws (as amended and in effect, the “By-laws”), made available to Parent’s and MergerCo’s counsel, are complete and correct, and, except as contemplated by this Agreement, no amendments thereto are pending. The Company Subsidiaryis not in violation of any of the provisions of the Certificate of Incorporation or the By-laws. (cb) The Company has previously provided or made available all requisite corporate power and authority to the Purchaser Parties true, correct enter into this Agreement and complete copies each of the Amended Certificate of Merger, the Escrow Agreement, and Restated Declaration any other agreements, certificates or documents contemplated hereby or thereby (collectively, the “Transaction Documents” and each a “Transaction Document”) to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of Trust this Agreement and the Transaction Documents to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company and no further action is required on the part of the Company to authorize this Agreement, the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, including the Merger, subject only to receipt of the Company Requisite Stockholder Approvals (as defined below). Schedule 4.1(b) sets forth all votes, consents or approvals of the Company’s Stockholders required in connection with this Agreement and the Transaction Documents and the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, including the Merger (the “Company Requisite Stockholder Approvals”). This Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, including the Merger, have been unanimously approved by the Company Board. This Agreement has been, and each of the Transaction Documents to which the Company is a party will be at the Closing, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto (other than the Company), this Agreement constitutes, and in the case of the Transaction Documents they will at Closing constitute, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as amended (such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the “Declaration enforcement of Trust”)creditors’ rights generally and by general principles of equity; provided, however, that the Bylaws, and Certificate of Merger will not be effective until filed with the OP Partnership Agreement, in each case as in effect on the date Secretary of this Agreement. (d) Except as set forth in Section 3.1(d) State of the Company Disclosure Schedule, the minute books State of the Company for the last three years and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser PartiesDelaware.

Existence; Good Standing; Authority. (a) The Company is a REIT corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland. The Company (i) is duly qualified or licensed to do business and is in good standing under the laws of any other jurisdiction in which the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) except where the failure to be so qualified or licensed, or to have such power and authority would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, and (ii) has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business in all material respects as it is now being conducted. (b) Each of the Company Subsidiaries is listed in Section 3.1(b) of the Company Disclosure Schedule, and each such entity (including the Operating Partnership) is a (i) corporation, partnership 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 all the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and (iii) 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, except in the case of (i) (other than with respect to the Operating Partnership), (ii) or (iii), where failure in such regard would notjurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had or would not reasonably be reasonably likely 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. (b) The Partnership is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Maryland. 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 business makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. 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. (c) Section 3.1(b4.01(c) of the Company Disclosure Schedule sets forth for each Company Subsidiary listed thereon the name as of each Company Subsidiary and, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated or organized, and the Company’s ownership equity interest in each Company Subsidiary. (c) The Company has previously provided or made available to the Purchaser Parties true, correct and complete copies of the Amended and Restated Declaration of Trust of the Company, as amended (the “Declaration of Trust”), the Bylaws, and the OP Partnership Agreement, in each case as in effect on the date of this Agreement. : (di) each Subsidiary, including whether that Subsidiary is expected to be active after the Closing or whether it is expected to be dissolved prior to the Closing (each such subsidiary, a “Dissolving Subsidiary”); and (ii) the legal form of each Subsidiary, including the state of formation. Except as set forth in on Section 3.1(d4.01(c) of the Company Disclosure Schedule, the minute books Company does not own, directly or indirectly, beneficially or of record, any interest in, shares of stock or other equity security of any person. (d) Each of the Subsidiaries is duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of its respective jurisdiction of organization and duly qualified or licensed to do business as a foreign entity 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 so qualified or licensed, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. Each of the Subsidiaries has all requisite corporate or partnership power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. (e) Except for the Partnership, as of the date of this Agreement, all of the Subsidiaries are, directly or indirectly, wholly-owned by the Company. There are no securities of any Subsidiary convertible or exchangeable for equity securities of any Subsidiary and no agreements, arrangements or other subscription rights, options, warrants, conversion rights, stock appreciation rights, “phantom stock”, stock units, calls, claims, rights of first refusal, rights (including preemptive rights), commitments, arrangements or agreements to which any Subsidiary is a party or by which it is bound in any case obligating the Subsidiary to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or ownership interests of the Subsidiary, or obligating the Subsidiary to grant, extend or enter into any such subscription right, option, warrant, conversion right, stock appreciation right, “phantom stock”, stock unit, call, claim, right of first refusal, right, commitment, arrangement or agreement. (f) All of the outstanding equity or voting securities of each of the Subsidiaries that is a corporation have been duly authorized, validly issued and are (i) fully paid and nonassessable, and (ii) owned by the Company or by one of the Subsidiaries, directly or indirectly, free and clear of any Lien, other than Permitted Liens. All outstanding equity or voting interests in each of the Subsidiaries that is a partnership, limited liability company or trust which are owned by the Company, by one of the Subsidiaries or by the Company and one of the Subsidiaries are duly authorized and validly issued and are owned free and clear of any Lien, other than Permitted Liens. (g) The Company has previously made available to Parent true and complete copies of the Company’s charter (amended to date, the “Company’s Charter”), the Fourth Amended and Restated Bylaws of the Company for (the last three years “Company Bylaws”), the Partnership’s Certificate of Limited Partnership and the Partnership’s Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), each as amended through the date hereof (collectively the “Organizational Documents”), and the comparable organizational documents of each of its Subsidiaries, each as amended through the date hereof. All Organizational Documents are in full force and effect and no dissolution, revocation or forfeiture proceedings regarding the Company Subsidiaries for which minute books are maintained for or the last three years Partnership have been made available to commenced. Except as would not have a Material Adverse Effect, the Purchaser PartiesCompany and the Partnership are not in default or violation (and no event has occurred which, with notice or lapse of time or both, would constitute a default or violation) of any term, condition or provision of the Organizational Documents.

Existence; Good Standing; Authority. (a) The Company WHG is a REIT corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of MarylandDelaware. The Company (i) WHG 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 each jurisdiction 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 (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) necessary, except where the failure to be so licensed or qualified or licensed, or to have such power and authority would not, individually or in the aggregate, be reasonably likely to not have a Company material adverse effect on the business, assets, prospects, results of operations or financial condition of WHG and the WHG Subsidiaries taken as a whole (a "WHG Material Adverse Effect, and (ii) "). WHG has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business in all material respects as it is now being conducted. (b) Each of the Company Subsidiaries is listed in Section 3.1(b) of the Company Disclosure Schedule, and each such entity (including the Operating Partnership) WHG Subsidiary is a (i) corporation, corporation or partnership 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 all the requisite corporate, corporate or partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber own its properties and to carry on its business as it is now being conducted, and (iii) is duly qualified or licensed to do business as a foreign entity and is in good standing under the laws of any other in each jurisdiction in which the transaction ownership of its property or the conduct of its business makes requires such qualification or licensing necessaryqualification, except for jurisdictions in the case of (i) (other than with respect which such failure to the Operating Partnership), (ii) be so qualified or (iii), where failure to be in such regard good standing would not, individually or in the aggregate, be reasonably likely to not have a Company WHG Material Adverse Effect. Section 3.1(b) of the Company Disclosure Schedule sets forth for each Company Subsidiary listed thereon the name of each Company Subsidiary and, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated or organized, and the Company’s ownership equity interest in each Company Subsidiary. (c) The Company has WHG's certificate of incorporation, WHG's bylaws, and the organizational documents and partnership and joint venture agreements (and in each such case, all amendments thereto) of WHG and each WHG Subsidiary are listed in Section 6.1 of the WHG Disclosure Letter, and the copies of such documents, all of which have previously provided or made available been delivered to the Purchaser Parties PAHOC and its counsel, are true, correct and complete copies of the Amended and Restated Declaration of Trust of the Company, as amended (the “Declaration of Trust”), the Bylaws, and the OP Partnership Agreement, in each case as in effect on the date of this Agreementcomplete. (d) Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the minute books of the Company for the last three years and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser Parties.

Existence; Good Standing; Authority. (a) The Company is a REIT corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of MarylandDelaware. The Company (i) has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as currently conducted. The Company is duly licensed or qualified or licensed to do business and is in good standing as a foreign corporation under the laws of any each jurisdiction listed on Schedule 4.1(a) and each other jurisdiction in which the character of its properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) necessary, except where the failure to be so licensed or qualified or licensed, or to have such power and authority would notnot have, individually or in the aggregate, be reasonably likely to have a Company Material Adverse EffectEffect (as defined below). The copies of the Company’s Certificate of Incorporation and By-laws (the “By-laws”), each as amended to date and made available to Parent’s and MergerCo’s counsel, are complete and correct, and no amendments thereto are pending, are in full force and effect and the Company is not in breach of any of the foregoing. The minute books, stock record books and other records and books of the Company and its Subsidiaries are complete and correct in all material respects. “Company Material Adverse Effect” means any event, change or circumstance (or combination of the foregoing) (i) in the kitchen and bath cabinet industry which has had or could reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) which has all requisite power and authority had or could reasonably be expected to ownhave a material adverse effect on the business, operateassets, lease and encumber its properties and carry on its business in all material respects as it is now being conducted. condition (bfinancial or otherwise) Each or results of operations of the Company Subsidiaries is listed in Section 3.1(b) of the Company Disclosure Scheduleand its Subsidiaries, and each such entity (including the Operating Partnership) is a (i) corporation, partnership 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 all the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and (iii) is duly qualified or licensed to do business taken as a foreign entity and is in good standing under the laws of any other jurisdiction in which the transaction of its business makes such qualification or licensing necessarywhole, except except, in the case of (i) (other than with respect to the Operating Partnership), clause (ii) hereof, for any such event, change or circumstance resulting from (1) the negotiation, execution or performance of this Agreement or the consummation of the transactions contemplated by this Agreement, (2) changes in general economic or political conditions or the securities markets in general (whether as a result of acts of terrorism, war (whether or not declared), armed conflicts or otherwise), or (iii), where failure 3) changes in such regard would not, individually or conditions generally applicable to businesses in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Section 3.1(b) of same or similar industries as the Company Disclosure Schedule sets forth for each Company Subsidiary listed thereon and its Subsidiaries including, without limitation, (A) changes in laws, regulations, rules, ordinances, policies, mandates, guidelines or other requirements of any Governmental Authority or (B) changes in generally accepted accounting principles as applied in the name of each Company Subsidiary and, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated United States on a consistent basis (“GAAP”) or organized, and the Company’s ownership equity interest in each Company Subsidiaryits application. (c) The Company has previously provided or made available to the Purchaser Parties true, correct and complete copies of the Amended and Restated Declaration of Trust of the Company, as amended (the “Declaration of Trust”), the Bylaws, and the OP Partnership Agreement, in each case as in effect on the date of this Agreement. (d) Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the minute books of the Company for the last three years and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser Parties.

Existence; Good Standing; Authority. (a) The AND AUTHORIZATIONS. Each Restricted Company is a REIT duly organized, validly existing existing, and in good standing under the laws Laws of the State its jurisdiction of Marylandorganization. The Except where failure could not be a Material Adverse Event, each Restricted Company (ia) is duly qualified or licensed to do transact business and is in good standing under in each jurisdiction where the laws of any other jurisdiction in which the properties owned, leased or operated by it therein or in which the transaction nature and extent of its business makes such qualification and properties require the same, and (b) possesses all requisite authority, power, licenses, approvals, permits, Authorizations, and franchises to use its assets and conduct its business as is now being, or licensing necessary (each such jurisdiction being listed is contemplated herein to be, conducted, except where failure could not be a Material Adverse Event. No Authorization is required to authorize, or is required in Section 3.1(a) connection with, the execution, delivery, legality, validity, binding 364-DAY REVOLVING CREDIT AGREEMENT effect, performance, or enforceability of the Company Disclosure ScheduleLoan Papers consummated on or prior to the date this representation or warranty (or reconfirmation thereof) except where is made under the Loan Papers, EXCEPT those Authorizations the failure of which to be so qualified obtained or licensedmade could not be a Material Adverse Event. The Restricted Companies have obtained all Authorizations of the FCC and any applicable PUC necessary to conduct their businesses, or and all such Authorizations are in full force and effect, without conditions, EXCEPT such conditions as are generally applicable to have holders of such power and authority would notAuthorizations. There are no violations of any such Authorizations which could, individually or in the aggregatecollectively, be reasonably likely to have a Company Material Adverse EffectEvent, and (ii) has all requisite power and authority to ownnor are there any proceedings pending or, operate, lease and encumber its properties and carry on its business in all material respects as it is now being conducted. (b) Each of the Company Subsidiaries is listed in Section 3.1(b) of the Company Disclosure Schedule, and each such entity (including the Operating Partnership) is a (i) corporation, partnership 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 all the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and (iii) 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 transaction of its business makes such qualification or licensing necessary, except in the case of (i) (other than with respect to the Operating Partnership)knowledge of Borrower, (ii) threatened against the Restricted Companies to revoke or (iii), where failure in limit any such regard would notAuthorization which could, individually or collectively, be a Material Adverse Event, and Borrower has no knowledge that any such Authorizations will not be renewed in the aggregateordinary course, EXCEPT for any nonrenewals that could not be reasonably likely to have a Company Material Adverse Effect. Section 3.1(b) of the Company Disclosure Schedule sets forth for each Company Subsidiary listed thereon the name of each Company Subsidiary and, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated or organized, and the Company’s ownership equity interest in each Company SubsidiaryEvent. (c) The Company has previously provided or made available to the Purchaser Parties true, correct and complete copies of the Amended and Restated Declaration of Trust of the Company, as amended (the “Declaration of Trust”), the Bylaws, and the OP Partnership Agreement, in each case as in effect on the date of this Agreement. (d) Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the minute books of the Company for the last three years and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser Parties.

Existence; Good Standing; Authority. (a) The Each member of the Company Group is a REIT duly organized, validly existing and and, to the extent such concept applies in the applicable jurisdiction, in good standing under the laws of the State of Maryland. The Company (i) is duly qualified or licensed to do business and is in good standing under the laws of any other jurisdiction in which the properties owned, leased or operated by it therein or in which the transaction Laws of its business makes such qualification jurisdiction of incorporation or licensing necessary (each such jurisdiction being listed in Section 3.1(a) formation. Each member of the Company Disclosure Schedule) except where the failure to be so qualified or licensed, or to have such power and authority would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, and (ii) Group has all requisite power and authority to own, operate, operate and/or lease and encumber its properties and carry on its business in all material respects as it is now being currently conducted. (b) Each . No member of the Company Subsidiaries Group has been dissolved, and none is listed in Section 3.1(bthe process of being dissolved by any corporate resolutions or other action by its directors (or members of similar governing bodies) or equity holders, any Governmental Authority, or by the occurrence of any event or otherwise. As of the date of this Agreement, each member of the Company Disclosure Schedule, and each such entity (including the Operating Partnership) Group is a (i) corporation, partnership 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 all the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and (iii) is duly licensed or qualified or licensed to do business as a foreign entity and is corporation in good standing under the laws of any other each jurisdiction in which the transaction nature of its business or the ownership or leasing of its properties makes such licensure or qualification or licensing necessary, necessary except in the case of (i) (other than with respect to the Operating Partnership), (ii) or (iii), where failure in such regard to qualify would notnot be reasonably likely to have, individually individually, or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Section 3.1(b) The copies of the bylaws and of the certificates of incorporation or equivalent organizational documents of each member of the Company Disclosure Schedule sets forth for Group, each Company Subsidiary listed thereon as in effect as of the name of each Company Subsidiary anddate hereof and made available to Parent’s and Buyer’s counsel, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated or organizedare complete and correct, and the Company’s ownership equity interest except as set forth in each Company SubsidiarySchedule 3.1(a), no amendments thereto are pending. (cb) The Company has previously provided or made available the requisite power and authority to execute and deliver this Agreement and the Purchaser Parties trueTransaction Documents to which it is a party and to consummate the transactions and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which the Company is a party, correct the performance by the Company of its obligations hereunder and complete copies the consummation of the Amended transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”), as applicable. No other corporate proceedings on the part of the Company are necessary to approve and Restated Declaration authorize the execution and delivery of Trust this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by each of Parent, Buyer, the Shareholders and the Shareholders’ Representative, constitutes a legal, valid and binding obligation of the Company, as amended (the “Declaration of Trust”), the Bylaws, and the OP Partnership Agreement, in each case as in effect on the date of this Agreement. (d) Except as set forth in Section 3.1(d) of enforceable against the Company Disclosure Schedule, the minute books of the Company for the last three years and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser Partiesin accordance with its terms.

Existence; Good Standing; Authority. (a) The Company is a REIT corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of MarylandNew York. The Company (i) has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as currently conducted. The Company is duly licensed or qualified or licensed to do business and is in good standing as a foreign corporation under the laws of any each jurisdiction listed on Schedule 4.1 and each other jurisdiction in which the character of its properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) necessary, except where the failure to be so licensed or qualified or licensed, or to have such power and authority would not, individually or in the aggregate, could not reasonably be reasonably likely to have a Company Material Adverse Effect, and (ii) has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business in all material respects as it is now being conducted. (b) Each of the Company Subsidiaries is listed in Section 3.1(b) of the Company Disclosure Schedule, and each such entity (including the Operating Partnership) is a (i) corporation, partnership 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 all the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and (iii) 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 transaction of its business makes such qualification or licensing necessary, except in the case of (i) (other than with respect to the Operating Partnership), (ii) or (iii), where failure in such regard would not, individually or in the aggregate, be reasonably likely expected to have a Company Material Adverse Effect. Section 3.1(b) The copies of the Certificate of Incorporation and Amended and Restated By-Laws (the “By-Laws”), each as amended to date and made available to Parent and Merger Sub, are complete and correct, and no amendments thereto are pending. The Company Disclosure Schedule sets forth for each Company Subsidiary listed thereon has the name of each Company Subsidiary and, with respect corporate power and authority to each Company Subsidiary, execute and deliver this Agreement and the jurisdiction in other Transaction Documents to which it is incorporated or organizedwill be a party and, subject to receipt of Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Company’s ownership equity interest in each other Transaction Documents to which it is or will be a party, the performance by the Company Subsidiary. (c) The of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company has previously provided Board. This Agreement and the other Transaction Documents to which it is or made available will be a party have been or, to the Purchaser Parties true, correct and complete copies extent not executed as of the Amended date hereof, will be duly executed and Restated Declaration delivered by the Company and, assuming the due authorization, execution and delivery of Trust this Agreement and the other Transaction Documents to which it is or will be a party by each of Parent, Merger Sub and any other Persons party hereto or thereto or, at the time that such Transaction Document are executed, will constitute, this Agreement and the other Transaction Documents to which it is or will be a party constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as amended such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (the regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, “Declaration of TrustGeneral Enforceability Exceptions”), the Bylaws, and the OP Partnership Agreement, in each case as in effect on the date of this Agreement. (d) Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the minute books of the Company for the last three years and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser Parties.

Existence; Good Standing; Authority. (a) The Company Member is a REIT corporation duly organized, validly existing and in good standing under the laws Laws of the State of MarylandDelaware. The Company (i) Member is duly licensed or qualified or licensed to do business and is in good standing as a foreign corporation under the laws Laws of any other each jurisdiction in which the character of its properties owned, leased or operated by it therein or in which the transaction of its business makes such licensing or qualification or licensing necessary (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) necessary, except where the failure to be so licensed or qualified or licensed, or to have such power and authority would notwill not have, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effectmaterial adverse effect on the Member and its subsidiaries, and (ii) taken as a whole. The Member has all requisite corporate power and authority to own, operate, lease and encumber its properties and to carry on its business in all material respects as it is now being currently conducted. (b) Each The Member has full right, power and authority under its Governing Documents to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by the Member pursuant to this Agreement and to perform its obligations hereunder and thereunder. This Agreement constitutes a valid and binding obligation of the Member, enforceable in accordance with its respective terms, and has been duly authorized by all necessary corporate or similar action of the Member, and the Member has full power and authority to transfer, sell and deliver the Company Subsidiaries is listed Units to Buyer pursuant to this Agreement. (c) Neither the execution and delivery by the Member of this Agreement and the other agreements, documents and instruments contemplated hereby, nor the consummation by the Member of the transactions in Section 3.1(baccordance with the terms hereof and thereof, violates, conflicts with or results in a default (whether after the giving of notice, lapse of time or both) of any provisions of the Company Disclosure ScheduleMember’s Governing Documents. The execution and delivery by the Member of this Agreement and the other agreements, documents and instruments contemplated hereby, and the consummation by the Member of the transactions in accordance with the terms hereof and thereof, will not violate, or conflict with, or result in a default of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default), in each such entity (including the Operating Partnership) is a case in any material respect: (i) corporationunder any of the terms, partnership conditions or limited liability company duly incorporated provisions of any note, bond, mortgage, indenture, deed of trust, lease, contract, permit, license, authorization, obligation or organizedother agreement to which the Member is a party, validly existing and in good standing under or by which the laws Member or any of its jurisdiction of incorporation or organization, properties is bound; (ii) has all under any provision of any Law, or any order of, or any restriction imposed by, any court or other Governmental Authority applicable to the requisite corporate, partnership Member; or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and (iii) is duly qualified require from the Member any notice to, declaration or licensed to do business as filing with, or consent or approval of any Governmental Authority or other third party, except for (a) the filing of a foreign entity pre-merger notification and is in good standing report form under the laws HSR Act, and the expiration or termination of any other jurisdiction in which applicable waiting periods thereunder; (b) as may result from review of the transaction by CFIUS in accordance with the Foreign Investment and National Security Act of its business makes 2007; and (c) the filing of such qualification notices, declarations, filings, consents or licensing necessaryapprovals, except in the case of (i) (other than with respect to the Operating Partnership)which if not obtained or made, (ii) or (iii), where failure in such regard would notwill not have, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Section 3.1(b) of the Company Disclosure Schedule sets forth for each Company Subsidiary listed thereon the name of each Company Subsidiary and, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated or organized, and the Company’s ownership equity interest in each Company Subsidiary. (c) The Company has previously provided or made available to the Purchaser Parties true, correct and complete copies of the Amended and Restated Declaration of Trust of the Company, as amended (the “Declaration of Trust”), the Bylaws, and the OP Partnership Agreement, in each case as in effect on the date of this Agreement. (d) Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the minute books of the Company for the last three years and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser Parties.

Existence; Good Standing; Authority. (a) The AND AUTHORIZATIONS. Each Restricted Company is a REIT duly organized, validly existing existing, and in good standing under the laws Laws of the State its jurisdiction of Marylandorganization. The Except where failure could not be a Material Adverse Event, each Restricted Company (ia) is duly qualified or licensed to do transact business and is in good standing under in each jurisdiction where the laws of any other jurisdiction in which the properties owned, leased or operated by it therein or in which the transaction nature and extent of its business makes such qualification and properties require the same, and (b) possesses all requisite authority, power, licenses, approvals, permits, Authorizations, and franchises to use its assets and conduct its business as is now being, or licensing necessary (each such jurisdiction being listed is contemplated 37 REVOLVING CREDIT AGREEMENT herein to be, conducted, except where failure could not be a Material Adverse Event. No Authorization is required to authorize, or is required in Section 3.1(a) connection with, the execution, delivery, legality, validity, binding effect, performance, or enforceability of the Company Disclosure ScheduleLoan Papers consummated on or prior to the date this representation or warranty (or reconfirmation thereof) except where is made under the Loan Papers, EXCEPT those Authorizations the failure of which to be so qualified obtained or licensedmade could not be a Material Adverse Event. The Restricted Companies have obtained all Authorizations of the FCC and any applicable PUC necessary to conduct their businesses, or and all such Authorizations are in full force and effect, without conditions, EXCEPT such conditions as are generally applicable to have holders of such power and authority would notAuthorizations. There are no violations of any such Authorizations which could, individually or in the aggregatecollectively, be reasonably likely to have a Company Material Adverse EffectEvent, and (ii) has all requisite power and authority to ownnor are there any proceedings pending or, operate, lease and encumber its properties and carry on its business in all material respects as it is now being conducted. (b) Each of the Company Subsidiaries is listed in Section 3.1(b) of the Company Disclosure Schedule, and each such entity (including the Operating Partnership) is a (i) corporation, partnership 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 all the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and (iii) 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 transaction of its business makes such qualification or licensing necessary, except in the case of (i) (other than with respect to the Operating Partnership)knowledge of Borrower, (ii) threatened against the Restricted Companies to revoke or (iii), where failure in limit any such regard would notAuthorization which could, individually or collectively, be a Material Adverse Event, and Borrower has no knowledge that any such Authorizations will not be renewed in the aggregateordinary course, EXCEPT for any nonrenewals that could not be reasonably likely to have a Company Material Adverse Effect. Section 3.1(b) of the Company Disclosure Schedule sets forth for each Company Subsidiary listed thereon the name of each Company Subsidiary and, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated or organized, and the Company’s ownership equity interest in each Company SubsidiaryEvent. (c) The Company has previously provided or made available to the Purchaser Parties true, correct and complete copies of the Amended and Restated Declaration of Trust of the Company, as amended (the “Declaration of Trust”), the Bylaws, and the OP Partnership Agreement, in each case as in effect on the date of this Agreement. (d) Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the minute books of the Company for the last three years and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser Parties.

Existence; Good Standing; Authority. (ai) The Company is a REIT corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of MarylandDelaware. The Company (i) has all requisite corporate power and authority to own, use, operate, manage, lease, hold and transfer its properties and to carry on its business as currently conducted. The Company is duly licensed or qualified or licensed to do business as a foreign corporation under the Laws of, and is in good standing in, each jurisdiction listed on Schedule 3.1(a). The Company is duly licensed or qualified to do business as a foreign corporation under the laws of any other Laws of, and is in good standing in, each jurisdiction in which the character of its properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) necessary, except where the failure to be so licensed or qualified would not have or licensed, or be reasonably likely to have such power and authority would nothave, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, and (ii) has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business in all material respects as it is now being conducted. (b) Each of the Company Subsidiaries is listed in Section 3.1(b) of the Company Disclosure Schedule, and each such entity (including the Operating Partnership) is a (i) corporation, partnership 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 all the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and (iii) 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 transaction of its business makes such qualification or licensing necessary, except in the case of (i) (other than with respect to the Operating Partnership), (ii) or (iii), where failure in such regard would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Section 3.1(b) of the Company Disclosure Schedule sets forth for each Company Subsidiary listed thereon the name of each Company Subsidiary and, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated or organized, and the Company’s ownership equity interest in each Company Subsidiary. (c) The Company has previously provided or made available delivered to the Purchaser Parties Parent true, correct and complete copies of the Amended (i) its Certificate of Incorporation and Restated Declaration of Trust of the Company, as amended (the “Declaration of Trust”), the Bylaws, and the OP Partnership Agreement(ii) all of its current committee charters, codes of conduct, or other comparable governing documents, if any, in each case as in effect on amended, (iii) all the written consents and minutes of the meetings of the Company Board and each committee of the Company Board held since its inception and (iv) all the written consents and minutes of the meetings of its stockholders held since its inception. From the date of this Agreement to the Effective Time, there have been no amendments to the Certificate of Incorporation or Bylaws and there are no amendments pending with respect to the Company’s Certificate of Incorporation or Bylaws other than those explicitly contemplated by this Agreement. (dj) Except The Company has all requisite corporate power, authority and capacity to execute and deliver this Agreement and each Transaction Document to which the Company will be a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which the Company will be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary actions of the Company Board. This Agreement has been, and each Transaction Document to which the Company will be a party will be as of the Closing, duly executed and delivered by the Company, and assuming due authorization, execution and delivery of this Agreement and the other Transaction Documents by the other parties hereto and thereto, this Agreement constitutes, and each Transaction Document to which the Company will be a party will constitute as of the Closing, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, “General Enforceability Exceptions”). The Company Board, at a meeting duly called and held at which all directors of the Company were present in accordance with the Bylaws, duly adopted resolutions (i) adopting and approving and declaring advisable this Agreement, the Merger and the other transactions contemplated 10 hereby, (ii) declaring that it is advisable, and making a determination that it is in the best interests of the Company and the Equity Holders, that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in Section 3.1(dthis Agreement, (iii) directing that this Agreement be submitted to a vote for adoption by written consent of the Company Disclosure Schedule, Equity Holders and (iv) recommending that the minute books of the Company for the last three years and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser PartiesEquity Holders adopt this Agreement.

Existence; Good Standing; Authority. (a) The Company is a REIT corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of MarylandDelaware. The Company (i) is duly qualified or licensed to do business and is in good standing under the laws of any other jurisdiction in which the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) except where the failure to be so qualified or licensed, or to have such power and authority would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, and (ii) has all requisite power and authority to ownauthority, operate, lease corporate and encumber its properties and carry on its business in all material respects as it is now being conducted. (b) Each of the Company Subsidiaries is listed in Section 3.1(b) of the Company Disclosure Schedule, and each such entity (including the Operating Partnership) is a (i) corporation, partnership or limited liability company duly incorporated or organized, validly existing and in good standing otherwise under the laws of its jurisdiction of incorporation or organizationDGCL, (ii) has all the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being currently conducted, and (iii) . The Company is duly licensed or qualified or licensed to do business as a foreign entity and is in good standing corporation under the laws of any each other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification or licensing necessary, except in where the case of (i) (other than with respect failure to the Operating Partnership), (ii) be so licensed or (iii), where failure in such regard qualified would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Section 3.1(b) The copies of the Company Disclosure Schedule sets forth for Certificate and By-laws (the "By-Laws"), each Company Subsidiary listed thereon the name of each Company Subsidiary andas amended to date and made available to Buyer's counsel, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated or organizedare complete and correct, and the Company’s ownership equity interest in each Company Subsidiaryno amendments thereto are pending. (cb) The Company has previously provided the power and authority, corporate and otherwise, to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by or made available to the Purchaser Parties true, correct and complete copies on behalf of the Amended Company pursuant to this Agreement, including the Escrow Agreement and Restated Declaration to carry out the transactions contemplated hereby and thereby. The execution and delivery of Trust this Agreement and the Escrow Agreement, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement and the Escrow Agreement have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Escrow Agreement by Sellers and Buyer, this Agreement and the Escrow Agreement constitute legal, valid and binding obligations of the Company, as amended (the “Declaration of Trust”), the Bylaws, and the OP Partnership Agreement, in each case as in effect on the date of this Agreement. (d) Except as set forth in Section 3.1(d) of enforceable against the Company Disclosure Schedulein accordance with their terms, the minute books of the Company for the last three years except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser Partiesby general equitable principles.

Existence; Good Standing; Authority. (a) The Company is a REIT corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of MarylandCalifornia. The Company (i) is duly qualified or licensed to do business and is in good standing under the laws of any other jurisdiction in which the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary (each such jurisdiction being listed in Section 3.1(a) of the Company Disclosure Schedule) except where the failure to be so qualified or licensed, or to have such power and authority would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, and (ii) has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business in all material respects as it is now being currently conducted. (b) Each of the . The Company Subsidiaries is listed in Section 3.1(b) of the Company Disclosure Schedule, and each such entity (including the Operating Partnership) is a (i) corporation, partnership 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 all the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals or licenses to own, operate, lease and encumber its properties and carry on its business as it is now being conducted, and (iii) is duly licensed or qualified or licensed to do business as a foreign entity and is in good standing corporation under the laws of any each other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification or licensing necessary, except in where the case of (i) (other than with respect failure to the Operating Partnership), (ii) be so licensed or (iii), where failure in such regard would not, individually qualified has not had or in the aggregate, be is not reasonably likely to have a material adverse effect on the Company. The Company Material Adverse Effect. Section 3.1(bhas delivered to Parent correct and complete copies of the articles of incorporation and bylaws (or equivalent organizational or governing documents) of the Company Disclosure Schedule sets forth for Company, in each Company Subsidiary listed thereon case as amended to date. The minute books (containing the name records of each Company Subsidiary and, with respect to each Company Subsidiarymeetings of the shareholders, the jurisdiction board of directors, and any committees thereof (or equivalent governing bodies)), the stock certificate books (or their equivalent), and the stock record books (or their equivalent for non-corporate entities) for the Company are correct in all material respects. The Company is not in default under or in violation of any provision of its articles of incorporation or bylaws (or similar governing or formation documents). (b) The Company has the corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is incorporated or organized, a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the Merger and the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company’s ownership equity interest . No other proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which the Company is a party and the consummation of the Merger and the transactions contemplated hereby and thereby. This Agreement and all other Transaction Documents to which the Company is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and all other Transaction Documents to which the Company is a party by each party hereto and thereto other than the Company, constitute valid and binding obligations of the Company, enforceable against the Company in each Company Subsidiaryaccordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles. (c) The Company has previously provided affirmative vote or made available to consent in writing of (a) the Purchaser Parties true, correct and complete copies holders of a majority of the Amended Preferred Stock, voting as a single class, (b) the holders of a majority of the shares of the Common Stock, voting as a single class, and Restated Declaration (c) the holders of Trust a majority of the outstanding shares of the Company’s capital stock, voting as amended a single class (the “Declaration of TrustRequisite Stockholder Approval”), to approve this Agreement, the BylawsMerger and the other transactions contemplated by this Agreement, is the only vote or written consent of the holders of any class or series of the Company’s capital stock necessary to approve this Agreement, the Merger, and the OP Partnership Agreement, in each case as in effect on the date of other transactions contemplated by this Agreement. (d) Except as set forth in Section 3.1(d) . By and through the execution and delivery to the Company of the Written Consent, the Company has complied with all applicable provisions of the articles of incorporation and the by-laws of the Company Disclosure Schedule, as well as the minute books CGCL in obtaining the stockholders’ approval of the Company for the last three years and each of the Company Subsidiaries for which minute books are maintained for the last three years have been made available to the Purchaser PartiesMerger.