Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. (a) MAMP is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the Laws of the State its jurisdiction of Delaware formation and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP The Company is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (dc) Schedule 2.1(d3.1(c) sets forth a true and complete list of the MAMP Company Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Company Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP the Company in each MAMP Company Subsidiary. (ed) Neither MAMP the Company nor any MAMP Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securitiesCompany Subsidiaries).

Organization and Qualification; Subsidiaries. (a) MAMP Except as set forth in Section 4.1(a) of the Parent Disclosure Letter, each of the Parent, Merger Sub, and each other subsidiary of the Parent other than dormant subsidiaries that are immaterial to the business and operations of the Parent (collectively, the "PARENT SUBSIDIARIES") has been duly organized and is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature laws of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any all necessary governmental authorization approvals to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. Each of the Parent, Merger Sub and each other Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified, qualified or licensed or and in good standing that, individually or in the aggregate, would have not resulted and could not reasonably be expected to have result in a MAMP Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list Effect on the Parent. For purposes of this Agreement, "MATERIAL ADVERSE EFFECT ON THE PARENT" means any change in or effect on the business, assets, properties, results of operations or financial condition of the MAMP Parent or any Parent Subsidiaries that is or could reasonably be expected to be materially adverse to the Parent and the Parent Subsidiaries, together with (i) taken as a whole, or that could reasonably be expected to materially impair the respective jurisdiction ability of incorporation the Parent or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly Merger Sub to perform its obligations under this Agreement or indirectly, by MAMP in each MAMP Subsidiaryto consummate transactions contemplated hereby. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Parent is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (b) The Operating Partnership Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement own, lease and, to the extent applicable, operate its properties and the other Transactions to which carry on its business as it is now being conducted. Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger AgreementsParent Material Adverse Effect. (c) Each MAMP Parent Subsidiary (other than Merger Sub) is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (d) Schedule 2.1(dSection 5.1(d) of the Parent Disclosure Letter sets forth a true and complete list of the MAMP SubsidiariesParent Subsidiaries and each other corporate or non-corporate subsidiary in which Parent owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Parent Subsidiary”), including a list of each Parent Subsidiary or Other Parent Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Parent Subsidiary and each Other Parent Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor or borrower), interest heldheld (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by MAMP Parent in and to each Parent Subsidiary and each Other Parent Subsidiary, (iii) the names of and the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes) by any Person other than Parent or a Parent Subsidiary in each MAMP Parent Subsidiary and, to the knowledge of Parent, each Other Parent Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Parent Subsidiary and, to the knowledge of Parent, each Other Parent Subsidiary. (e) Neither MAMP Except as set forth in Section 5.1(e) of the Parent Disclosure Letter, neither Parent nor any MAMP Subsidiary Parent Subsidiary, directly or indirectly indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the MAMP Parent Subsidiaries or Other Parent Subsidiaries, loans to any Taxable REIT Subsidiary of Parent and investments in short-term investment securitiesbank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger AgreementsDelaware. (cb) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and The Company has the all requisite organizational corporate power and corporate authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except for such failures where the failure to be so qualified, licensed qualified or in good standing thatstanding, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. Each Subsidiary of the Company (each, a “Company Subsidiary”) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all requisite corporate or organizational, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company has made available to Parent and Merger Sub accurate and complete copies of the currently effective amended and restated certificate of incorporation of the Company (the “Company Certificate”) and amended and restated bylaws of the Company (the “Company Bylaws”), and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each Company Subsidiary, and each of these organizational and governing documents is in full force and effect on the date hereof. The Company is not in violation of the Company Certificate or Company Bylaws, and the Company Subsidiaries are not in material violation of their respective organizational or governing documents. (d) Section 4.1(d) of the Company Disclosure Schedule 2.1(d) sets forth a true an accurate and complete list of the MAMP Company Subsidiaries, together with (i) the respective jurisdiction of incorporation organization or organizationincorporation, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Company Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and law. The Company has all the requisite organizational corporate power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may beauthority, and has the requisite organizational power is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, waivers, qualifications, certificates, Orders (as defined herein) and authority and any approvals (collectively, "Approvals") necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted, except for such failures where the failure to be so qualified, licensed or existing and in good standing thator to have such power, authority and Approvals could not, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Section 2.1(b) of the Company Disclosure Schedule sets forth, as of the date hereof, a true and complete list of all of the Company's directly and indirectly owned Subsidiaries, together with the jurisdiction of incorporation or organization of each Subsidiary. The Company owns one hundred percent (100%) of the outstanding capital stock of each of its Subsidiaries. (c) Each Subsidiary of the Company is a legal entity, duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of incorporation or organization and has all the requisite power and authority, and is in possession of all Approvals necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to possess such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Schedule Section 2.1(d) of the Company Disclosure Schedule sets forth a true and complete list of each equity investment or similar investment interest made by the MAMP Subsidiaries, together with (i) the respective jurisdiction Company or any of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) its Subsidiaries in any Person (other than the Company's Subsidiaries ("Other Interests"). Except as described in Section 2.1(d) of the MAMP Subsidiaries Company Disclosure Schedule, the Other Interests are owned by the Company, by one or more of the Company's Subsidiaries, or by the Company and investments one or more of its Subsidiaries, in short-term investment securities)each case free and clear of all Liens.

Organization and Qualification; Subsidiaries. (a) MAMP The Company and each Company Subsidiary is a corporation or other legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified incorporated or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, except, in the case of the Company Subsidiaries, as would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary has requisite corporate or other legal entity, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to assets and carry on its business as it is now being conducted, except for where the failure to have such failures power and authority would not have a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified, licensed qualified or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (db) Schedule 2.1(dThe Company has made available to Parent true and complete copies of (i) the Amended and Restated Certificate of Incorporation of the Company (as amended, restated, supplemented or otherwise modified, the “Company Charter”) and (ii) the Amended and Restated Bylaws of the Company (as amended, restated, supplemented or otherwise modified, the “Company Bylaws”), in each case, as in effect on the date hereof. Each of the Company Charter and the Company Bylaws is in full force and effect. (c) Section 3.01 of the Company Disclosure Letter sets forth a true and complete list as of the MAMP Subsidiariesdate hereof of each Company Subsidiary, together with (i) the respective its jurisdiction of incorporation or organization, as the case may be, of each MAMP . (d) The Company or another Company Subsidiary and (ii) the type of and percentage of interest heldowns, directly or indirectly, by MAMP all of the issued and outstanding shares of capital stock or other equity securities of each of the Company Subsidiaries, free and clear of any Lien, other than restrictions on transfer under applicable federal and state securities Laws or applicable foreign Laws, and all of such outstanding shares of capital stock or other equity securities have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except for equity interests in each MAMP Subsidiary. (e) Neither MAMP the Company Subsidiaries, neither the Company nor any MAMP Company Subsidiary owns, directly or indirectly owns indirectly, any interest shares of capital stock or investment (whether other equity or debt) interests in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities)person, or has any obligation to acquire any such shares of capital stock or equity interests.

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Parent is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have have, a MAMP Parent Material Adverse Effect. (b) The Operating Partnership Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement own, lease and, to the extent applicable, operate its properties and the other Transactions to which carry on its business as it is now being conducted. Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have, a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger AgreementsParent Material Adverse Effect. (c) Each MAMP Parent Subsidiary (other than Merger Sub) is duly incorporated or organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except, with respect only to each Parent Subsidiary that would not constitute a Significant Subsidiary, for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have have, a MAMP Parent Material Adverse Effect. (d) Schedule 2.1(dSection 5.1(d) of the Parent Disclosure Letter sets forth a true and complete list of the MAMP SubsidiariesParent Subsidiaries and each other corporate or non-corporate legal entity in which Parent owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Parent Subsidiary”), including a list of each Parent Subsidiary or Other Parent Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Parent Subsidiary and each Other Parent Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor or borrower), interest heldheld (including capital account balances for any entity treated as a partnership for U.S. federal income Tax purposes), directly or indirectly, by MAMP Parent in and to each Parent Subsidiary and each Other Parent Subsidiary, (iii) the names of and the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income Tax purposes) by any Person other than Parent or a Parent Subsidiary in each MAMP Parent Subsidiary and, to the knowledge of Parent, each Other Parent Subsidiary, and (iv) the classification for U.S. federal income Tax purposes of each Parent Subsidiary and, to the knowledge of Parent, each Other Parent Subsidiary. (e) Neither MAMP Except as set forth in Section 5.1(e) of the Parent Disclosure Letter, neither Parent nor any MAMP Subsidiary Parent Subsidiary, directly or indirectly indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the MAMP Parent Subsidiaries or Other Parent Subsidiaries, loans to any Taxable REIT Subsidiary of Parent and investments in short-term investment securitiesbank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP The Company is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have have, a MAMP Company Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Company Subsidiary is duly incorporated or organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except, with respect only to each Company Subsidiary that would not constitute a Significant Subsidiary, for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have have, a MAMP Company Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the MAMP Company Subsidiaries, including a list of each Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Company Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP the Company in and to each MAMP Company Subsidiary. (ed) Neither MAMP Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any MAMP Subsidiary Company Subsidiary, directly or indirectly indirectly, owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Company Subsidiaries and investments in short-term investment securities). (e) Except as set forth in Section 4.1(e) of the Company Disclosure Letter, the Company has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the Company Charter, which exemption or Excepted Holder Limit is currently in effect. (f) There are no partners of the Company Operating Partnership other than the Company and Signature Office Income Holdings, LLC, a Delaware limited liability company.

Organization and Qualification; Subsidiaries. (a) MAMP Tritel is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware and has all the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. MAMP Tritel is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, leased or operated or leased by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures where the failure to be so qualified, licensed or in good standing thatqualified would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Tritel Material Adverse Effect. (b) The Operating Partnership All of the shares of capital stock of each Subsidiary of Tritel are owned by Tritel or by a Subsidiary of Tritel (other than director's qualifying shares in the case of foreign Subsidiaries), and are validly issued, fully paid and non-assessable, and there are no outstanding subscriptions, options, calls, contracts, voting trusts, proxies or other commitments, understandings, restrictions, arrangements, rights or warrants with respect any such Subsidiaries capital stock. (c) Each Subsidiary of Tritel is a legal entity, duly incorporated or organized, validly existing and in good standing under the Laws laws of the State its respective jurisdiction of Delaware incorporation or organization and has all the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary of Tritel is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures where the failure to be so qualified, licensed or in good standing thatqualified would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Tritel Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite organizational corporate or similar power and authority and any all necessary governmental authorization approvals from Governmental Entities to own, lease and, to the extent applicable, and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, that would not reasonably be expected to have a MAMP Company Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true . The Company has made available to Parent complete and complete list correct copies of the MAMP Subsidiaries, together with (i) Company Certificate and Company Bylaws and the respective jurisdiction certificate of incorporation and bylaws or organization, as the case may be, similar organizational or governing documents of each MAMP Company Subsidiary and (ii) all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the type minute books of the Company and percentage BHL, since July 1, 2008, which contain approved minutes of interest heldall meetings of their respective boards of directors, directly or indirectlycommittees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by MAMP their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in each MAMP Subsidiary. (e) such minutes, subject to certain agreed redactions. Neither MAMP the Company nor any MAMP Company Subsidiary directly is in violation of its organizational or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities)governing documents.

Organization and Qualification; Subsidiaries. (a) MAMP is a corporation duly incorporated, validly existing and in good standing under the Laws Each of the State of Delaware Company and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership Key Subsidiaries is an entity duly organized, validly existing and in good standing under the Laws of the State jurisdiction of Delaware its organization or incorporation and has the requisite organizational corporate or similar power and authority and any all necessary governmental authorization approvals in all material respects, to enter into this Agreement own, lease and the other Transactions operate its properties and assets and to which carry on its business as it is a partynow being conducted. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations Each of any nature the Company’s Subsidiaries (other than as its Key Subsidiaries and those set forth in this Agreement and Section 4.01(a) of the Other Merger Agreements. (cCompany Disclosure Schedule) Each MAMP Subsidiary is an entity duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite organizational corporate or similar power and authority and any all necessary governmental authorization approvals, to own, lease and, to the extent applicable, and operate its properties and assets and to carry on its business as it is now being conducted, except for where the failure to have such failures to be so qualifiedpower, licensed or in good standing that, individually or in the aggregate, authority and governmental approvals would not reasonably be expected to have a MAMP Company Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified or licensed as a foreign corporation or other legal entity to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary or desirable, except where the failure to be so qualified or licensed and in good standing would not reasonably be expected to have a Company Material Adverse Effect. (db) Schedule 2.1(d) sets forth a A true and complete list of all the MAMP SubsidiariesSubsidiaries of the Company, together with (i) identifying the respective jurisdiction of incorporation or organization, as the case may be, organization of each MAMP Subsidiary and (ii) such Subsidiary, the type of and percentage of the outstanding share capital or other equity interests of, or other interest heldin, directly each such Subsidiary owned or indirectlyheld by the Company and each of its other Subsidiaries is set forth in Section 4.01(b)(ii) of the Company Disclosure Schedule. Except as set forth in Section 4.01(b)(ii) of the Company Disclosure Schedule, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary the Company does not directly or indirectly owns own any equity interest in, or any interest convertible into or investment (whether exchangeable or exercisable for any equity interest in, or debt) in otherwise control any Person (corporation, partnership, joint venture or other than in the MAMP Subsidiaries and investments in short-term investment securities)business association or entity.

Organization and Qualification; Subsidiaries. (a) MAMP CMOF is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP CMOF is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such conceptthe extent applicable), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CMOF Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP CMOF Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each CMOF Subsidiary is duly qualified or licensed to do business, and is in good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CMOF Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the CMOF Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the CMOF Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which CMOF and (ii) the type of CMOF Subsidiaries are qualified or licensed to do business, and the percentage of interest held, directly or indirectly, by MAMP CMOF in each MAMP CMOF Subsidiary. (ed) Neither MAMP CMOF nor any MAMP CMOF Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP CMOF Subsidiaries and investments in short-term investment securities). (e) CMOF has made available to the CCI Parties complete and correct copies of the CMOF Governing Documents, which are in full force and effect as of the date of this Agreement. Each of the CMOF Parties is in compliance with the terms of its applicable CMOF Governing Documents in all material respects. If and to the extent requested by the CCI Parties, true and complete copies of CMOF’s minute books, since January 1, 2019, have been made available by CMOF to CCI upon the written request of CCI. (f) CMOF has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CMOF Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP is a corporation duly incorporated, validly existing and in good standing under the Laws Section 3.1 of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in Company Disclosure Schedule identifies each jurisdiction where the character subsidiary of the properties ownedCompany as of the date hereof and its respective jurisdiction of incorporation or organization, operated or leased by it or as the nature case may be. The Company and each of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership subsidiaries is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction of its incorporation or organization, organization as set forth in Section 3.1 of the case may be, Company Disclosure Schedule and has the all requisite organizational power and authority to own lease and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business businesses as it is now being conducted, except for where such failures failure to so qualify would not have a Material Adverse Effect (defined herein) on the Company. The Company has heretofore provided Parent with access to accurate and complete copies of the charter and Bylaws (or similar governing documents), as currently in effect, of the Company and its subsidiaries. (b) Except as disclosed in Section 3.1(b) of the Company Disclosure Schedule, each of the Company and its subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified, duly qualified or licensed or and in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect on the Company. When used in connection with the Company or its subsidiaries, the term "Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with " means any change or effect (i) that is materially adverse to the respective jurisdiction business, properties, financial condition or results of incorporation operations of the Company and its subsidiaries, taken as whole, or organization, as the case may be, of each MAMP Subsidiary and (ii) that would materially impair the type ability of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiarythe Company to consummate the transactions contemplated hereby. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Frankfort First is a corporation duly incorporatedorganized, validly existing and in active status under the Laws of the State of Delaware, and is a registered savings and loan holding company under HOLA. The Bank is a federally chartered capital stock savings and loan association duly organized, validly existing and in good standing under the Laws federal Laws. The deposits of the State Bank are insured by the SAIF of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business FDIC as it is now being conducted. MAMP is duly qualified or licensed to do businesspermitted by federal Law, and the Bank has paid all premiums and assessments required thereunder. The Bank is a member in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or FHLB of Cincinnati. Each of the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership other Frankfort First Subsidiaries is duly organized, validly existing and in good standing under the Laws laws of the State state of Delaware its incorporation. Each of Frankfort First and the Frankfort First Subsidiaries has the requisite organizational corporate power and authority and any is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Frankfort First Approvals") necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted, including appropriate authorizations from the OTS and the FDIC, except where a failure to be so organized, existing and in good standing or to have such power, authority and Frankfort First Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Frankfort First, and neither Frankfort First nor any Frankfort First Subsidiary has received any notice of proceedings relating to the revocation or modification of any Frankfort First Approvals. (b) Each of Frankfort First and the Bank is duly qualified or licensed as a foreign corporation to conduct business, and is in good standing (or the equivalent thereof) in each jurisdiction where the character of the properties it owns, leases or operates or the nature of the activities it conducts make such qualification or licensing necessary, except for such failures to be so qualified, duly qualified and licensed or and in good standing thatthat would not, either individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse EffectEffect on Frankfort First. (dc) Schedule 2.1(d) sets forth a A true and complete list of all Subsidiaries of Frankfort First (the MAMP "Frankfort First Subsidiaries"), together with (i) the respective jurisdiction of incorporation Frankfort First's direct or organization, as the case may be, indirect percentage ownership of each MAMP Subsidiary and Frankfort First Subsidiary; (ii) the type jurisdiction in which the Frankfort First Subsidiaries are incorporated; and (iii) a description of the principal business activities conducted by each Frankfort First Subsidiary, is set forth in the Frankfort First Disclosure Schedule. Frankfort First and/or one or more of the Frankfort First Subsidiaries owns beneficially and percentage of interest heldrecord all of the outstanding shares of capital stock of each of the Frankfort First Subsidiaries. Except for the Subsidiaries identified in the Frankfort First Disclosure Schedule, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary Frankfort First does not directly or indirectly owns own any interest or investment (whether equity or debt) in similar interests in, or any Person (interests convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity other than in the MAMP Subsidiaries ordinary course of business, and investments in short-term investment securities)no event in excess of 10% of the outstanding equity or voting securities of such entity.

Organization and Qualification; Subsidiaries. (a) MAMP Each of the Company and each operating subsidiary of the Company with total assets in excess of $50,000 on its balance sheet at September 30, 2000 (collectively, the "Company Subsidiaries") is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware its incorporation and has the all requisite organizational corporate power and authority and any all necessary governmental authorization approvals to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conductedconducted except where the failure to be so organized, existing or in good standing or to have such power, authority, and governmental approvals would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 9.04). MAMP The Company and each of the Company Subsidiaries is duly qualified or licensed as a foreign corporation or organization to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, leased or operated or leased by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures to be so qualified, qualified or licensed or and in good standing thatthat would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws Section 3.01(b) of the State disclosure schedule prepared by the Company and delivered by the Company to Parent prior to the execution of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is forming a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations part of any nature other than as set forth in this Agreement and (the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Schedule 2.1(d"Company Disclosure Schedule") sets forth a true and complete list of all the MAMP Company Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Company Subsidiary and (ii) the type of and percentage of interest heldthe outstanding capital stock of each Company Subsidiary owned by the Company and each Company Subsidiary, directly or indirectlyand separately identifies all subsidiaries of the Company that are not Company Subsidiaries (collectively, by MAMP the "Insignificant Subsidiaries"). Except as set forth in each MAMP Subsidiary. (eSection 3.01(b) Neither MAMP of the Company Disclosure Schedule, neither the Company nor any MAMP Company Subsidiary directly or indirectly owns owns, or has outstanding contractual obligations to acquire, any equity or similar interest in, or any interest convertible into or investment exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. (c) None of the Insignificant Subsidiaries has any liabilities or obligation of any nature whatsoever (whether equity absolute, accrued, contingent or debt) in any Person (other than otherwise and whether due or to become due), except for such liabilities and obligations as would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the MAMP Subsidiaries and investments in short-term investment securities)aggregate, have a Material Adverse Effect on the Company or any Company Subsidiary.

Organization and Qualification; Subsidiaries. (a) MAMP Each of the Company and its Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent as applicable) under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its assets and properties and to carry on its business as it is now being conducted, except for such failures where the failure to be do so qualified, licensed or in good standing thatwould not, individually or in the aggregate, would not reasonably be expected have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries (i) has been dissolved, and there is no action or request pending to accomplish such dissolution, (ii) is involved in preparations for a merger as described in Section 2:309 of the DCC or its foreign equivalent (including a merger under the Israeli Companies Law, 1999), or (iii) has been declared bankrupt and no action or request is pending to declare the Company or any of its Subsidiaries bankrupt or obtain an official moratorium under Dutch or other applicable law. Each of the Company and its Subsidiaries is in possession of all Approvals necessary to own, lease and operate the assets and properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a MAMP Company Material Adverse Effect. The Company and each of its Subsidiaries is and has been in compliance with the terms of the Approvals, except where the failure to be or have been in such compliance would not, individually or in the aggregate, result in a Company Material Adverse Effect. (db) Schedule 2.1(dThe Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of their business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. (c) Section 3.1(c) of the Company Disclosure Letter sets forth a true and complete list of the MAMP Subsidiariesname, together with (i) the respective jurisdiction of incorporation and authorized and outstanding capital of each of the Company's Subsidiaries and the jurisdictions in which each such Subsidiary is qualified to do business. All the outstanding capital stock of each of the Company's Subsidiaries is owned directly or organizationindirectly by the Company free and clear of all Encumbrances and all material claims or charges of any kind, and is validly issued, fully paid and nonassessable. Neither the Company nor any of its Subsidiaries has agreed nor is obligated to make nor is bound by any Contract, as of the case date hereof or as may behereafter be in effect under which it may become obligated to make, of each MAMP Subsidiary and (ii) any future investment in or capital contribution to any other entity. Other than the type of and percentage of interest heldCompany's interests in its Subsidiaries, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP neither the Company nor any MAMP Subsidiary of its Subsidiaries directly or indirectly owns any interest or investment (whether equity or debtsimilar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity. (d) in All branches of the Company or any Person (other than of its Subsidiaries are properly registered with all relevant Governmental Entities, including tax authorities, and have complied with, and do comply with all applicable laws, rules and regulations, except where the failure to do so would not, individually or in the MAMP Subsidiaries and investments in short-term investment securities)aggregate, have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger AgreementsCalifornia. (cb) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and The Company has the all requisite organizational corporate power and corporate authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except for such failures where the failure to be so qualified, licensed qualified or in good standing thatstanding, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. Each Subsidiary of the Company (each, a “Company Subsidiary”) is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all requisite corporate or organizational, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company has made available to Parent and Merger Sub accurate and complete copies of the currently effective Amended and Restated Articles of Incorporation of the Company (as amended, the “Company Articles”) and Third Amended and Restated Bylaws of the Company (as amended, the “Company Bylaws”), and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each Company Subsidiary, and each of these organizational and governing documents is in full force and effect on the date of this Agreement. The Company is not in violation of the Company Articles or Company Bylaws, and the Company Subsidiaries are not in violation of their respective organizational or governing documents. (d) Section 3.1(d) of the Company Disclosure Schedule 2.1(d) sets forth a true an accurate and complete list of the MAMP Company Subsidiaries, together with (i) the respective jurisdiction of incorporation organization or organizationincorporation, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Company Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Xtribe PLC is a corporation public limited company duly incorporatedorganized, validly existing and in good standing under the Laws of the State jurisdiction of Delaware its incorporation and has the requisite organizational corporate power and authority and any all necessary governmental authorization approvals to own, lease and, to the extent applicable, and operate its assets and properties and to carry on its business as it is now being conducted. MAMP Xtribe PLC is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, leased or operated or leased by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures where the failure to be so qualified, qualified or licensed or and in good standing that, would not individually or in the aggregate, would not aggregate be reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership subsidiaries of Xtribe PLC (other than the Excluded Subsidiary) as of the date of this Agreement are set forth on Section 4.01(b) of the Company Disclosure Schedule (each an “Xtribe Subsidiary” and, collectively, the “Xtribe Subsidiaries”). Each Xtribe Subsidiary is duly organized, organized and is validly existing and in good standing under the Laws of the State its jurisdiction of Delaware and organization. Each Xtribe Subsidiary has the requisite corporate or other organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its assets and properties and to carry on its business in all material respects as it is now being conducted. Each Xtribe Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures where the failure to be so qualified, qualified or licensed or and in good standing that, would not individually or in the aggregate, would not aggregate be reasonably be expected to have a MAMP Company Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Each of Company and its subsidiaries is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware its incorporation and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its assets and properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, Each of Company and its subsidiaries is in good standing possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b"Approvals") The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, and operate the properties it purports to the extent applicableown, operate its properties or lease and to carry on its business as it is now being conducted, except for where the failure to have such failures to be so qualified, licensed or in good standing thatApprovals would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse EffectEffect on Company. Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company. (db) Section 2.01(b) of the Company Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction each subsidiary of incorporation or organizationCompany, as the case may be, of each MAMP Subsidiary and (ii) the type ownership interest therein of Company and percentage (iii) if not wholly-owned by Company, the identity and ownership interest of each other owner of an equity interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) such subsidiary. Neither MAMP Company nor any MAMP Subsidiary of its subsidiaries has agreed to make nor is obligated to make nor is bound by any written or oral agreement, contract, understanding, negotiable instrument, note, bond, indenture, lease, license, commitment or undertaking of any nature, in effect as of the date hereof or as may hereafter be in effect (a "CONTRACT"), under which it may become obligated to make, any future investment in or capital contribution to any other entity. Neither Company nor any of its subsidiaries directly or indirectly owns any interest or investment (whether equity or debt) similar interest in or any Person (interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity other than the entities identified in Section 2.01(b) of the MAMP Subsidiaries and investments in short-term investment securities)Company Schedule.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and Company LP is a partnership duly organized, validly existing and in good standing under the laws of the State of Maryland and each has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Each of the Company and Company LP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the MAMP Company Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by MAMP the Company in each MAMP Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than the Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary. (ed) Neither MAMP nor None of the Company, Company LP or any MAMP Company Subsidiary directly or indirectly owns any interest in or of, or investment (in, whether equity or debt) in , any Person (other than equity interests in the MAMP Company Subsidiaries and investments in short-term investment securitiessecurities set forth on Section 4.1(d) of the Company Disclosure Letter). No Company Subsidiary has guaranteed, or pledged assets to secure, the Indebtedness of the Company or any other Company Subsidiary.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation corporation, duly incorporated, organized and validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and assets and to carry on its business as it is now being conducted. MAMP Each of the Company’s Subsidiaries (each, a “Company Subsidiary”) is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction of its incorporation or organization and has requisite corporate or organizational, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”) is duly qualified or licensed to do business, business and is in good standing (with respect to jurisdictions that recognize such concept), ) in each jurisdiction where the character ownership, leasing or operation of the its properties owned, operated or leased by it assets or the nature conduct of its business makes requires such qualification, licensing or good standing necessary, except for such failures where the failure to be so qualified, licensed qualified or in good standing thatwould not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership is duly organizedCompany has made available or caused to be made available to Parent true, validly existing correct and in good standing under complete copies of (i) any amendments to the Laws Restated Certificate of Incorporation of the State Company (the “Company Charter”) not filed prior to the date hereof with the SEC, (ii) any amendments to the Bylaws of Delaware the Company (the “Company Bylaws”) not filed prior to the date hereof with the SEC and has (iii) the requisite certificates of incorporation and bylaws, or equivalent organizational power and authority and any necessary governmental authorization to enter into this Agreement or governing documents, of each Significant Company Subsidiary. The Company is in compliance in all material respects with the provisions of the Company Charter and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger AgreementsCompany Bylaws. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicableSection 3.1(c) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Schedule 2.1(d) Company Disclosure Letter sets forth as of the date hereof a true true, correct and complete list of the MAMP Company Subsidiaries, together with (i) the respective jurisdiction of incorporation organization or organizationincorporation, as the case may be, of each MAMP Company Subsidiary. Neither the Company nor any Company Subsidiary, directly or indirectly, owns any Equity Interest in any Person other than the Company Subsidiaries. All of the outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been duly authorized and (iivalidly issued and are fully paid and nonassessable. Except as set forth in Section 3.1(c) of the type Company Disclosure Letter, all of and percentage the outstanding shares of interest heldcapital stock of, or other equity interests in, each Company Subsidiary are owned, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (the Company free and clear of all Liens, other than in the MAMP Subsidiaries and investments in short-term investment securities)Permitted Liens.

Organization and Qualification; Subsidiaries. (a) MAMP is a corporation duly incorporated, validly existing The Company and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the extent applicableconcept of good standing) under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite organizational corporate or similar power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted, except for where any such failures failure to be so qualifiedorganized, licensed existing or in good standing thator to have such power or authority would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect (as defined below). The Company and each of its subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, other than in such jurisdictions where any such failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. . “Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that is materially adverse to (da) Schedule 2.1(d) sets forth a true and complete list the business, financial condition, results of operations, assets or liabilities of the MAMP SubsidiariesCompany and its subsidiaries taken as a whole or (b) the Company’s ability to consummate the Merger; provided, together with however, that, in the case of the immediately preceding clause (a), none of the following, or any changes, effects, events, circumstances, occurrence or state of facts relating to or resulting therefrom, shall be deemed in themselves, either alone or in combination, to constitute, and none of them shall be taken into account in determining whether there has been or could or would be, a Material Adverse Effect: (i) the respective jurisdiction of incorporation economic, financial market, or organizationgeopolitical conditions in general, as the case may be, of each MAMP Subsidiary and (ii) general changes or developments in the type industries in which the Company and its subsidiaries operate, (iii) the announcement of this Agreement and percentage the transactions contemplated hereby, (iv) changes in Tax laws or regulations or applicable accounting regulations or principles or interpretations thereof, (v) changes in the market price or trading volume of interest heldthe Company Common Stock (but the reasons or causes of such changes may constitute a Material Adverse Effect and may be taken into account in determining whether there has been or could or would be a Material Adverse Effect), directly or indirectly(vi) the failure, in and of itself, by MAMP the Company to meet any expected or projected financial or operating performance target, as well as any change by the Company in each MAMP Subsidiary. any expected or projected financial or operating performance target (ebut the reasons or causes of such failures or changes may constitute a Material Adverse Effect and may be taken into account in determining whether there has been or could or would be a Material Adverse Effect), (vii) Neither MAMP nor any MAMP Subsidiary directly acts of God, national or indirectly owns any interest or investment international hostilities, war (whether equity or debtnot declared) or terrorism, or (viii) any litigation brought or threatened by the stockholders of the Company or any of its non-wholly-owned subsidiaries (whether on behalf of the Company or such subsidiaries or otherwise) arising out of or in any Person (other than connection with the existence, announcement or performance of this Agreement or the transactions contemplated hereby, so long as, in the MAMP Subsidiaries case of clauses (i), (ii), (iv) and investments (vii), the effect on the Company and its subsidiaries, taken as a whole, is not disproportionate to that on other companies in short-term investment securities)the industry in which the Company operates.

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Maryland and Parent LP is a partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and each has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Each of Parent and Parent LP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (b) The Operating Partnership Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement own, lease and, to the extent applicable, operate its properties and the other Transactions to which carry on its business as it is now being conducted. Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger AgreementsParent Material Adverse Effect. (c) Each MAMP Parent Subsidiary (other than Merger Sub) is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list None of the MAMP SubsidiariesParent, together with (i) the respective jurisdiction of incorporation Parent LP, Merger Sub or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Parent Subsidiary directly or indirectly owns any interest in or of, or investment (in, whether equity or debt) in , any Person (other than equity interests in the MAMP Parent Subsidiaries and investments in short-term investment securitiessecurities set forth on Section 5.1(d) of the Parent Disclosure Letter).

Organization and Qualification; Subsidiaries. (a) MAMP Colonial is a corporation real estate investment trust duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Alabama and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Colonial is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Colonial Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Colonial Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Colonial Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the Colonial Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the Colonial Subsidiaries and their respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP Colonial in each MAMP Colonial Subsidiary. (ed) Neither MAMP Except as set forth in Section 4.1(d) of the Colonial Disclosure Letter, neither Colonial nor any MAMP Colonial Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Colonial Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Parent OP is a limited liability company, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to have such power and authority that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent Merger Sub is a limited liability company, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to have such power and authority that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent OP Merger Sub is a limited liability company, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to have such power and authority that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent is duly qualified or licensed to do businessbusiness as a foreign corporation, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (b) Each Parent Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, validly existing or in good standing (to the extent applicable), or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business as a foreign corporation, company or partnership, as applicable, and is in good standing (with respect to jurisdictions that recognize such conceptthe extent applicable), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that(to the extent applicable) that would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Post is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Georgia and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Post is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Post Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Post Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Post Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the Post Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the Post Subsidiaries and their respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP Post in each MAMP Post Subsidiary. (ed) Neither MAMP Except as set forth in Section 4.1(d) of the Post Disclosure Letter, neither Post nor any MAMP Post Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Post Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Each of the Company and its Subsidiaries is a corporation duly incorporated, or limited liability company validly existing and in good standing under the Laws of its respective jurisdiction of incorporation or formation, as listed on Schedule 2.1. The Company and each of its Subsidiaries other than the State of Delaware Designated Subsidiaries, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicableknowledge of the Company each of the Designated Subsidiaries, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed as a foreign corporation or foreign limited liability company to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in conduct business under the Laws of each jurisdiction where the character of the properties owned, leased or operated or leased by it it, or the nature of its business activities, makes such qualification, qualification or licensing or necessary and is in good standing necessaryin each such jurisdiction, except for such failures where the failure to be so qualified, licensed or in good standing thatstanding, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) . The Operating Partnership is duly organizedjurisdictions in which the Company and each of its Subsidiaries, validly existing other than the Designated Subsidiaries, and in good standing under to the Laws knowledge of the State Company each of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement Designated Subsidiaries, are qualified are listed on Schedule 2.1. Schedule 2.1 also lists all of the Company’s Subsidiaries and the other Transactions name and position(s) of each director and officer of the Company and each of its Subsidiaries. None of the Company nor any of its Subsidiaries, and to which it the knowledge of the Company, none of the Designated Subsidiaries, is a party. The Operating Partnership has not conducted any business and has no assets, liabilities in default under or obligations in violation of any nature other than as set forth provision of its Organizational Documents, and such Organizational Documents will continue in this Agreement and effect without further amendment through the Other Merger Agreements. (c) Closing Date. Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction Company and its Subsidiaries has provided Buyer (via its virtual data room) complete and correct copies of its incorporation or organizationOrganizational Documents, each as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization amended to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effectdate. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership Cyberonics is duly organized, validly existing and in good standing under the Laws of the State its jurisdiction of Delaware organization and has the all requisite organizational corporate power and authority to carry on its business as presently conducted and any necessary governmental authorization is duly qualified or licensed to enter into this Agreement do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other Transactions than where the failure to which it is a party. The Operating Partnership be so qualified, licensed or in good standing has not conducted any business had and has no assetswould not reasonably be expected to have, liabilities individually or obligations in the aggregate, a Cyberonics Material Adverse Effect. Each of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary Cyberonics Subsidiaries is duly organized, validly existing and in good standing (to the extent applicablewhere such concept is recognized under applicable Law) under the Laws of the its jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite organizational corporate or similar power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it presently conducted and each of the Cyberonics Subsidiaries is now being conductedduly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, except for leasing or operation of its properties makes such failures qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing thathas not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a MAMP Cyberonics Material Adverse Effect. (db) Schedule 2.1(d) sets forth a Cyberonics has made available to Sorin true and complete list copies of the MAMP SubsidiariesAmended and Restated Certificate of Incorporation, together with as amended, of Cyberonics (ithe “Cyberonics Charter”), the Amended and Restated Bylaws of Cyberonics (the “Cyberonics Bylaws”) and the respective jurisdiction certificates of incorporation and bylaws, or organization, as the case may beequivalent organizational documents, of each MAMP Subsidiary and (ii) the type of and percentage of interest heldCyberonics Significant Subsidiary, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP case as amended through, and in full force and effect, as of the date hereof, and neither Cyberonics nor any MAMP such Cyberonics Significant Subsidiary directly or indirectly owns is in violation of any interest or investment (whether equity or debt) in any Person (other than in of the MAMP Subsidiaries and investments in short-term investment securities)provisions of such documents.

Organization and Qualification; Subsidiaries. (a) MAMP Each of the Company and its subsidiaries is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted, except for such failures where the failure to be so qualifiedorganized, licensed or existing and in good standing thator to have such power and authority would not, individually or in the aggregate, would not reasonably be expected to have a MAMP material adverse effect on the business, assets, liabilities, results of operations, or financial condition of the Company and its subsidiaries, taken as a whole, but specifically excluding any adverse change in the general economy in the United States, any adverse change in the diagnostic industry generally, any adverse change arising from the transactions contemplated hereby and any adverse change resulting from any change in generally accepted accounting principles required to be made as a result of the issuance of a new accounting standard or change to an existing accounting standard (a "Material Adverse Effect"). (b) Each of the Company and its subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company has heretofore furnished to Parent complete and correct copies of the Company's Memorandum of Association and Articles of Association, each as amended, and the equivalent organizational documents of each of its subsidiaries, each as amended to the date hereof. Such Memorandum of Association and Articles of Association and equivalent organizational documents are in full force and effect and no other organizational documents are applicable to or binding upon the Company or its subsidiaries. The Company is not in violation of any of the provisions of its Memorandum of Association or Articles of Association and no subsidiary of the Company is in violation of any of the provisions of such subsidiary's equivalent organizational documents. (d) Schedule 2.1(d) sets forth The Company has heretofore furnished to Parent a true complete and complete correct list of all entities in which the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest heldCompany owns, directly or indirectly, by MAMP any equity or voting interest, which list sets forth the amount of capital stock of or other equity interests in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary such entities, directly or indirectly owns any indirectly. No entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or investment (whether equity or debt) in any Person (when taken together with all other than in such entities, material to the MAMP Subsidiaries business of the Company and investments in short-term investment securities)its subsidiaries, taken as a whole.

Organization and Qualification; Subsidiaries. (a) MAMP SmartStop is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority to own, lease and any necessary governmental authorization operate its properties and to carry on its business as it is now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Each of SmartStop and Merger Sub is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP SmartStop Material Adverse Effect. (b) The Operating Partnership Each SmartStop Subsidiary (i) is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and (ii) has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each SmartStop Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP SmartStop Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware Maryland. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Merger Sub has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on conduct its business as it is now being conducted. MAMP Each of Parent and Merger Sub is duly qualified or licensed to do business, business and is in good standing (with respect to jurisdictions that which recognize such concept), ) in each jurisdiction where the character of the properties owned, operated or leased by it or in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, qualification or licensing or good standing necessary, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments or supplements to the Parent Governing Documents not filed as of the date hereof with the SEC and is in compliance with the terms of the Parent Governing Documents in all material respects. The Parent Partnership is in compliance with the terms of the Operating Partnership Agreement of the Parent Partnership (the “Parent Operating Partnership Agreement”) in all material respects. True and complete copies of Parent’s and the Parent Partnership’s minute books and other corporate and partnership records, as applicable, have been made available by Parent to the Company. (b) The Operating Partnership Each Subsidiary of Parent (each, a “Parent Subsidiary”) (i) is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assetsexisting, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (with respect to the extent applicablejurisdictions which recognize such concept) under the Laws of the jurisdiction of its incorporation organization and is in compliance in all material respects with the terms of its constituent organizational or organizationgoverning documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be, and has the requisite organizational ) power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on conduct its business as it is now being conducted, and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation real estate investment trust duly incorporatedformed, validly existing and in good standing under the Laws of the State of Delaware Maryland and has the requisite organizational power and authority to own and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on conduct its business as it is now being conducted. MAMP Merger Sub is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a partyconduct its business as now being conducted. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Parent Significant Subsidiary is duly organized, validly existing and in good standing (with respect to the extent applicablejurisdictions which recognize such concept) under the Laws of the its jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite organizational power and authority to own and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on conduct its business as it is now being conducted. Parent and each Parent Subsidiary is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing thatwould not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a MAMP Parent Material Adverse Effect. (db) Schedule 2.1(dSection 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of the MAMP SubsidiariesSubsidiaries of Parent (each a “Parent Subsidiary”), together with (i) the respective jurisdiction of incorporation organization or organizationincorporation, as the case may be, of each MAMP Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and (ii) would not reasonably be expected to have, individually or in the type of and percentage of interest heldaggregate, directly or indirectly, by MAMP in each MAMP Subsidiarya Parent Material Adverse Effect. (ec) Neither MAMP nor any MAMP Section 5.1(c) of the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary directly that is a REIT, a Qualified REIT Subsidiary or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities)a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP The Company is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the MAMP Company Subsidiaries, including a list of each Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code, or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by MAMP the Company in each MAMP Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than the Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary. (ed) Neither MAMP the Company nor any MAMP Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person person (other than in the MAMP Company Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation Maryland corporation, duly incorporatedorganized, validly existing and in good standing under the Laws of the State state of Delaware and Maryland, has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP The Company is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Target Company Material Adverse Effect. (b) The Operating Partnership is a Delaware limited partnership, duly organized, validly existing and in good standing under the Laws of the state of Delaware, has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The Operating Partnership is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Target Company Material Adverse Effect. (c) Each Seller is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation organization or organizationincorporation, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conductedconducted except, for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Target Company Material Adverse Effect. Each Seller is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Target Company Material Adverse Effect. (d) Schedule 2.1(dEach Target Company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted except, for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Target Company Material Adverse Effect. Each Target Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Target Company Material Adverse Effect. (e) Section 4.1(e) of the Seller Disclosure Letter sets forth a true and complete list of the MAMP SubsidiariesSubsidiaries of the Target Companies and the Asset Sellers and any corporate or non-corporate Subsidiary in which any Target Company or any Asset Seller owns any direct or indirect voting, together with capital, profits or other beneficial interest (“Target Company Subsidiary”), including a list of each Target Company that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code, or a taxable REIT subsidiary within the meaning of Section 856(l) of the Code. Section 4.1(e) of the Seller Disclosure Letter also sets forth (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Target Company and Target Company Subsidiary and each Asset Seller, (ii) the type of and percentage of interest heldheld (including capital account balances for any entity treated as a partnership for Income Tax purposes), directly or indirectly, by MAMP the Company in each MAMP Target Company and in each Asset Seller, (iii) the names of and the type of and percentage of interest held (including capital account balances for any entity treated as a partnership for Income Tax purposes) by any Person other than the Company in each Target Company and in each Asset Seller, and (iv) the classification for United States federal Income Tax purposes of each Target Company and each Asset Seller. Following the consummation of the TRS Distribution, no Asset Seller will own any Target Company Subsidiary. (ef) Neither MAMP nor any MAMP Subsidiary Except for interests in and loans to the Target Company Subsidiaries, no Target Company or Asset Seller, directly or indirectly indirectly, owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securitiesbank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) MAMP CCIT III is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. MAMP CCIT III is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CCIT III Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP CCIT III Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each CCIT III Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CCIT III Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the CCIT III Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the CCIT III Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which CCIT III and (ii) the type of CCIT III Subsidiaries are qualified or licensed to do business, and the percentage of interest held, directly or indirectly, by MAMP CCIT III in each MAMP CCIT III Subsidiary, including a list of each CCIT III Subsidiary that is (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP CCIT III nor any MAMP CCIT III Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP CCIT III Subsidiaries and investments in short-term investment securities). (e) CCIT III has made available to CMFT complete and correct copies of the CCIT III Governing Documents, which are in full force and effect as of the date of this Agreement. Each of CCIT III and the CCIT III Operating Partnership is in compliance with the terms of its CCIT III Governing Documents. True and complete copies of CCIT III’s and the CCIT III Operating Partnership’s minute books, as applicable, since January 1, 2017 have been made available by CCIT III to CMFT. (f) CCIT III has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CCIT III Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP CCI is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority to own, lease and any necessary governmental authorization operate its properties and to carry on its business as it is now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Each of CCI and Merger Sub is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CCI Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP CCI Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each CCI Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CCI Material Adverse Effect. (dc) Schedule 2.1(dSection 5.1(c) of the CCI Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the CCI Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which CCI and (ii) the type of CCI Subsidiaries are qualified or licensed to do business, and the percentage of interest held, directly or indirectly, by MAMP CCI in each MAMP CCI Subsidiary, including a list of each CCI Subsidiary that is (i) a Qualified REIT Subsidiary, (ii) a Taxable REIT Subsidiary and (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP Except as set forth in Section 5.1(d) of the CCI Disclosure Letter, neither CCI nor any MAMP CCI Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP CCI Subsidiaries and investments in short-term investment securities). (e) CCI has made available to the CMR Parties complete and correct copies of the CCI Governing Documents, which are in full force and effect as of the date of this Agreement. Each of the CCI Parties is in compliance with the terms of its applicable CCI Governing Documents in all material respects. If and to the extent requested by the CMR Parties, true and complete copies of CCI’s minute books since January 1, 2018 have been made available by CCI to CMR upon request. (f) CCI has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CCI Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State jurisdiction of Delaware its incorporation and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and assets and to carry on its business as it is now being conducted. MAMP Each of the Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”) and each other Company Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the jurisdiction of its incorporation or organization and has requisite corporate or organizational, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries (each, a “Company Subsidiary”) is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that which recognize such concept), ) in each jurisdiction where the character ownership, leasing or operation of the its properties owned, operated or leased by it assets or the nature conduct of its business makes requires such qualification, licensing or good standing necessary, except for such failures where the failure to be so qualified, qualified or licensed or in good standing thatstanding, individually or in the aggregate, has not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing Company has made available or caused to be made available to Merger Sub true and in good standing under complete copies of (i) any amendments to the Laws Amended and Restated Certificate of Incorporation of the State Company (the “Company Charter”) not filed prior to the date hereof with the U.S. Securities and Exchange Commission (the “SEC”), (ii) any amendments to the Bylaws of Delaware the Company (the “Company Bylaws”) not filed prior to the date hereof with the SEC and has (iii) the requisite certificates of incorporation and bylaws, or equivalent organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a partyor governing documents, of each Significant Company Subsidiary, each as currently in effect. The Operating Partnership has not conducted any business copies of the Company Charter and has no assetsCompany Bylaws, liabilities or obligations of any nature other than as set forth most recently filed with the SEC, are, in this Agreement each case, true and the Other Merger Agreementscorrect. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicableSection 3.1(c) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Company Disclosure Schedule 2.1(d) sets forth a true and complete list of the MAMP Company Subsidiaries, together with (i) the respective jurisdiction of incorporation organization or organizationincorporation, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest heldCompany Subsidiary. The Company does not, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) own Equity Interests in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities)Company Subsidiaries.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Canada and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its assets and properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character Section 4.1(a) of the properties owned, operated Disclosure Schedule lists each subsidiary of the Company (each a “Subsidiary”) and specifies the state or leased by jurisdiction in which it was incorporated or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership formed. Each Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the State of Delaware jurisdiction in which it is incorporated or formed and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its assets and properties and to carry on its business as it is now being conducted. (b) The Company and each Subsidiary is duly qualified or licensed to do business and/or to hold property in its name and is in good standing (with respect to jurisdictions which recognize such concept), under the laws of all jurisdictions where the character of the properties owned, leased or operated by it or the nature of its activities requires such qualification or licensing except for such failures jurisdictions in which the failure to be so qualified, qualified or licensed to do business and/or to hold property in its name or be in good standing that, individually or in the aggregate, would could not reasonably be expected to have result in a MAMP Material Adverse Effect. Section 4.1(b) of the Disclosure Schedule lists every state or foreign jurisdiction in which the Company and each Subsidiary is registered or qualified to do business as a foreign corporation. (c) Other than the Subsidiaries and as disclosed on the Disclosure Schedule, there is no other corporation, partnership, joint venture, limited liability company, professional association or other business enterprise that the Company otherwise directly or indirectly owns any equity or otherwise controls. Neither the Company nor any Subsidiary has agreed to make, or is obligated to make, or is bound by, any written or oral agreement, contract, understanding, negotiable instrument, commitment or undertaking of any nature, in effect as of the date of this Agreement under which it is or may become obligated to make any future investment in or capital contribution to any other entity. (d) Schedule 2.1(d) sets forth The Company has previously furnished to Buyer a true complete and complete list correct copy of the MAMP SubsidiariesArticles and Bylaws of the Company and of the certificate of incorporation, together with (i) the respective jurisdiction of incorporation bylaws or organization, as the case may be, other charter documents of each MAMP Subsidiary Subsidiary, each as amended and in effect as of the date of this Agreement (ii) collectively, the type of “Charter Documents”). Such Charter Documents are in full force and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) effect. Neither MAMP the Company nor any MAMP Subsidiary directly is in violation of any provision of any of the Charter Documents, except for a violation which does not have, or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities)could not reasonably be expected to result in, a Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporated, incorporated and validly existing and in good standing under the Laws laws of the State of Delaware Delaware, and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite organizational corporate power and authority and any necessary governmental authorization to own, own or lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP conducted and is duly licensed or qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), business in each jurisdiction where in which the nature of the business conducted by it or the character of the properties owned, operated owned or leased by it or the nature of its business makes such qualification, licensing or good standing qualification necessary, except for such failures where the failure to be so qualified, licensed or in good standing thatqualified would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Parent Material Adverse Effect. Effect on Parent (bas defined below). Each subsidiary of Parent (i) The Operating Partnership is duly organized, organized and validly existing and in good standing under the Laws laws of the State its jurisdiction of Delaware and organization, (ii) has the requisite organizational corporate or other business entity power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities own or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conductedconducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except for such failures to be so qualified, licensed or in good standing thatas would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Parent Material Adverse Effect. . When used in connection with Parent or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material adverse effect on the business, properties, financial condition or results of operations of Parent and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (di) Schedule 2.1(dgeneral economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impact, (ii) sets forth changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).all Parent’s

Organization and Qualification; Subsidiaries. (a) MAMP Each of the Company and its Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State its respective jurisdiction of Delaware organization and has the all requisite organizational corporate or similar power and authority to own, lease and any necessary governmental authorization operate its properties and assets and to enter into carry on its business as presently conducted and is duly qualified to do business and, where applicable as a legal concept, is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing, or to have such power or authority, when taken together with all other such failures, has not had, and is not reasonably expected to have, a Company Material Adverse Effect. The Company has made available to Parent a complete and correct copy of the Company’s and its Subsidiaries’ certificate of incorporation and by-laws (or equivalent governing instruments), each as amended to the date hereof. The Company’s and its Subsidiaries’ certificate of incorporation and by-laws (or equivalent governing instruments) so delivered are in full force and effect. The Company has made available to Parent correct and complete copies of the minutes of all meetings since January 1, 2003 of the stockholders, the Board of Directors of the Company (the “Company Board”) and each committee of the Company Board and each of its Subsidiaries approved through the date of this Agreement Agreement, other than such minutes specified on Section 5.1(a) of the Company Disclosure Schedule which the parties have agreed can be subject to redaction with respect to matters of attorney-client privilege and matters relating to the transactions contemplated hereby. (b) Section 5.1(b) of the Company Disclosure Schedule contains a complete and accurate list of (x) each of the Company’s Subsidiaries and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assetsownership interest of the Company in each such Subsidiary, liabilities or obligations as well as the ownership interest of any nature other than as set forth Person or Persons in this Agreement each such Subsidiary and (y) each jurisdiction where the Other Merger AgreementsCompany and each of its Subsidiaries is organized and qualified to do business. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicableSection 5.1(c) under the Laws of the jurisdiction Company Disclosure Schedule contains a complete and accurate list of its incorporation any and all Persons not constituting Subsidiaries of the Company of which the Company directly or organizationindirectly owns an equity or similar interest, or an interest convertible into or exchangeable or exercisable for an equity or similar interest (collectively, the “Investments”). (d) Except as set forth on Section 5.1(d) of the Company Disclosure Schedule, the Company or a Subsidiary of the Company, as the case may be, owns all Subsidiaries and has the requisite organizational power Investments free and authority and any necessary governmental authorization to ownclear of all liens, lease andpledges, to the extent applicablesecurity interests, operate its properties and to carry on its business as it is now being conductedclaims or other encumbrances (“Liens”), except for such failures Permitted Liens, and there are no outstanding contractual obligations of the Company or any of its Subsidiaries permitting the repurchase, redemption or other acquisition of any of its interest in any Subsidiary or Investment or requiring the Company or any of its Subsidiaries to be so qualifiedprovide funds to, licensed or in good standing that, individually or make any investment (in the aggregateform of a loan, would not reasonably be expected to have a MAMP Material Adverse Effectcapital contribution or otherwise) in, provide any guarantee with respect to, or assume, endorse or otherwise become responsible for the obligations of, any Subsidiary or Investment. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation an exempted company limited by shares, duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware and Bermuda. (b) The Company has the all requisite organizational corporate power and corporate authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and assets and to carry on its business the Business as it is now being conducted. MAMP The Company is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), business in each jurisdiction where the character ownership, leasing or operation of its properties or assets or the conduct of the properties owned, operated or leased by it or the nature of its business makes Business requires such qualification, licensing or good standing necessary, except for such failures where the failure to be so qualified, licensed qualified or in good standing thatstanding, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws . Each Subsidiary of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it Company (each, a “Company Subsidiary”) is a party. The Operating Partnership has not conducted any business and has no assets, liabilities company or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is legal entity duly organized, validly existing and in good standing (or the equivalent concept to the extent applicable) under the Laws of the jurisdiction of its incorporation or organizationorganization and has all requisite corporate or organizational, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and assets and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except for such failures where the failure to be so qualified, licensed qualified or in good standing thatstanding, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (c) The Company has made available to Parent and the Purchaser accurate and complete copies of the Memorandum of Association of the Company (the “Company Memorandum”) and Bye-laws of the Company, as amended (the “Company Bye-Laws”), and the memorandum of association and bye-laws, or equivalent organizational or governing documents, of each Company Subsidiary, and each of these organizational and governing documents is in full force and effect. The Company is not in violation of the Company Memorandum or Company Bye-Laws, and no Company Subsidiaries are in material violation of their respective organizational or governing documents. (d) Section 3.1(d) of the Company Disclosure Schedule 2.1(d) sets forth a true an accurate and complete list of the MAMP Company Subsidiaries, together with (i) the respective jurisdiction of incorporation organization or organizationincorporation, as the case may be, of each MAMP Subsidiary Company Subsidiary. Exhibit 4.8 to the Company’s Annual Report on Form 20-F for the fiscal year ended November 30, 2012 includes each of the Company Subsidiaries that are “significant subsidiaries” as defined in Rule 102(w) of Regulation S-X of the United States Securities and Exchange Commission (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities“SEC”).

Organization and Qualification; Subsidiaries. (a) MAMP Each of the Company and its Subsidiaries is a corporation duly incorporated, organized and validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified corporation or licensed to do business, and is other entity in good standing (with respect to jurisdictions which recognize that recognize such concept)) under the Laws of its jurisdiction of incorporation or organization, with all corporate or other entity power and authority to own its properties and conduct its business as currently conducted and is duly qualified and in good standing as a foreign corporation or entity authorized to do business in each jurisdiction where of the jurisdictions in which the character of the properties owned, operated owned or leased held under lease or sublease by it or the nature of its the business transacted by it makes such qualification, licensing or good standing qualification necessary, except for such failures where the failure to be so qualifiedorganized, licensed or existing, in good standing thator to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and would not reasonably be expected prevent or materially impair the ability of the Company to have a MAMP perform its obligations under this Agreement or materially delay the transactions contemplated by this Agreement. “Material Adverse Effect. (b) The Operating Partnership is duly organized” means any change, validly existing and in good standing under effect, event or occurrence that has a material adverse effect on the Laws business, financial condition or results of operations of the State of Delaware Company and has the requisite organizational power and authority and its Subsidiaries, taken as a whole; provided, however, that, (1) any necessary governmental authorization changes, effects, events or occurrences shall not be deemed to enter into this Agreement and the other Transactions to which it is constitute a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (Material Adverse Effect to the extent applicablearising out of, relating to or resulting from (i) under changes in general economic or political conditions or in the industries or geographic markets in which the Company or its Subsidiaries operate; (ii) changes in the securities, credit, currency or financial markets generally; (iii) changes or proposed changes in Laws or regulations (or interpretations thereof) of general applicability that are applicable to the Company or its Subsidiaries or applicable accounting regulations or principles or the interpretation thereof; (iv) compliance with the terms of, or the taking of any action required by, this Agreement or consented to or requested by Parent in writing; (v) any acts of terrorism or war (or the escalation of the jurisdiction foregoing) (other than any of the foregoing that causes any damage or destruction to, or renders unusable any material facility or property of the Company or of any of its incorporation Subsidiaries); (vi) changes in the supplies or organizationprices of copper or other raw materials, as commodities or energy generally; or (vii) the announcement or pendency of this Agreement or the transactions contemplated hereby (except, in the case may be, of the foregoing clauses (i) and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and(v), to the extent applicablesuch changes, operate effects, events or occurrences referred to therein have a materially disproportionate effect on the Company and its properties and to carry on its business Subsidiaries, taken as it is now being conducteda whole, except for such failures to be so qualified, licensed or in good standing that, individually or compared with other companies operating in the aggregatemagnet wire, would communications cable, enamel and related distribution businesses); or (2) a decline in the trading price of the Shares or any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period or periods shall not reasonably be expected deemed to have constitute a MAMP Material Adverse Effect (but this clause (2) shall not prevent or otherwise affect a determination that any fact, circumstance, event, change or development underlying or contributing to such decline or failure has resulted in, or contributed to, a Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation real estate investment trust duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP The Partnership is a limited partnership, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited partnership power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to have such power and authority that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is duly qualified or licensed to do businessbusiness as a foreign entity, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, validly existing or in good standing (to the extent applicable), or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business as a foreign corporation, company or partnership, as applicable, and is in good standing (with respect to jurisdictions that recognize such conceptthe extent applicable), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that(to the extent applicable) that would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (bc) The Operating Partnership is duly organized, validly existing and in good standing under the Laws Section 4.1(c) of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Schedule 2.1(d) Company Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, each Company Subsidiary together with (i) the percentage interest held, directly or indirectly, by the Company, and their respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (ed) Neither MAMP Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any MAMP Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Company Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP STAR III is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP STAR III is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP STAR III Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP STAR III Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each STAR III Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP STAR III Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the STAR III Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the STAR III Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which STAR III and (ii) the STAR III Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by MAMP STAR III in each MAMP STAR III Subsidiary, including a list of each STAR III Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and each STAR III Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP STAR III nor any MAMP STAR III Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP STAR III Subsidiaries and investments in short-term investment securities). (e) STAR III has made available to STAR complete and correct copies of the STAR III Governing Documents. Each of STAR III and the STAR III Operating Partnership is in compliance with the terms of its STAR III Governing Documents in all material respects. True and complete copies of STAR III’s and the STAR III Operating Partnership’s minute books, as applicable, have been made available by STAR III to STAR. (f) STAR III has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the STAR III Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP REIT II is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of REIT II and Merger Sub is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP REIT II Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP REIT II Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each REIT II Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP REIT II Material Adverse Effect. (dc) Schedule 2.1(dSection 5.1(c) of the REIT II Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the REIT II Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which REIT II and (ii) the REIT II Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by MAMP REIT II in each MAMP REIT II Subsidiary, including a list of each REIT II Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary and each REIT II Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP REIT II nor any MAMP REIT II Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP REIT II Subsidiaries and investments in short-term investment securities). (e) REIT II has made available to REIT III complete and correct copies of the REIT II Governing Documents. Each of REIT II and REIT II Operating Partnership is in compliance with the terms of its REIT II Governing Documents in all material respects. True and complete copies of REIT II’s minute book have been made available by REIT II to REIT III. (f) REIT II has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the REIT II Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP CMR is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. MAMP CMR is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CMR Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP CMR Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each CMR Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CMR Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the CMR Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the CMR Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which CMR and (ii) the type of CMR Subsidiaries are qualified or licensed to do business, and the percentage of interest held, directly or indirectly, by MAMP CMR in each MAMP CMR Subsidiary, including a list of each CMR Subsidiary that is (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP Except as set forth in Section 4.1(d) of the CMR Disclosure Letter, neither CMR nor any MAMP CMR Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP CMR Subsidiaries and investments in short-term investment securities). (e) CMR has made available to the CCI Parties complete and correct copies of the CMR Governing Documents, which are in full force and effect as of the date of this Agreement. Each of the CMR Parties is in compliance with the terms of its applicable CMR Governing Documents in all material respects. If and to the extent requested by the CCI Parties, true and complete copies of CMR’s minute books, since January 1, 2018, have been made available by CMR to CCI upon request. (f) Except as set forth in Section 4.1(f) of the CMR Disclosure Letter, CMR has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CMR Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware California and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and assets and to carry on its business as it is now being conducted. MAMP The Company is duly qualified or licensed as a foreign legal entity to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction (to the extent a concept of “good standing” is applicable in such jurisdiction) where the character of the properties or assets owned, leased or operated or leased by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures to be so qualified, qualified or licensed or and in good standing thatthat would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership Section 3.01(b) of the Company Disclosure Schedule sets forth a true and complete list of all the Company Subsidiaries, together with (i) the jurisdiction and form of organization of each Company Subsidiary, (ii) the authorized share capital or other equity interests of each Company Subsidiary and (iii) the outstanding share capital or other equity interests of each Company Subsidiary, and the holders thereof. Each Company Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organizationorganization (to the extent a concept of “good standing” is applicable in such jurisdiction), and has all requisite corporate or organizational, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and assets and to carry on its business as it is now being conducted, except for such failures where the failure to be so qualified, licensed qualified or in good standing thatwould not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Each of the Company Subsidiaries is duly qualified or licensed as a foreign legal entity to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary (to the extent a concept of “good standing” is applicable in such jurisdiction), except for such failures to be so qualified or licensed and in good standing that would not reasonably be expected expected, individually or in the aggregate, to have a MAMP Company Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of . Neither the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest heldCompany nor any Company Subsidiary, directly or indirectly, by MAMP owns any equity interest in each MAMP Subsidiaryany Person other than the Company Subsidiaries. (ec) Neither MAMP nor The Company has made available to Parent a true and complete copy of (i) the Amended and Restated Articles of Incorporation of the Company, as amended and as in effect on the date hereof (the “Company Articles”), (ii) the Amended and Restated By-Laws of the Company, as in effect on the date hereof (the “Company Bylaws”) and (iii) the articles of incorporation and bylaws (or equivalent organizational documents) of each Company Subsidiary, each as in effect as of the date hereof. Each such articles of incorporation and bylaws (or equivalent organizational documents) is in full force and effect. The Company is not in violation of any MAMP Subsidiary directly provisions of the Company Articles or indirectly owns the Company Bylaws. None of the Company Subsidiaries is in violation of any interest of the provisions of its articles of incorporation and bylaws (or investment (whether equity equivalent organizational documents), in each case, except for violations that would not reasonably be expected, individually or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities)aggregate, to have a Company Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) MAMP Spirit is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Spirit is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Spirit Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Spirit Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Spirit Material Adverse Effect.. Each Spirit Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Spirit Material Adverse Effect (dc) Schedule 2.1(dSection 5.1(c) of the Spirit Disclosure Letter sets forth forth, as of the date hereof, a true and complete list of the MAMP Subsidiaries, together with (i) the Spirit Subsidiaries and their respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP Spirit in each MAMP Spirit Subsidiary, including a list of each Spirit Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (ed) Neither MAMP Except as set forth in Section 5.1(d) of the Spirit Disclosure Letter, neither Spirit nor any MAMP Spirit Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Spirit Subsidiaries and investments in short-term money markets and bank time deposits) or otherwise made a loan as an investment securities)to any Person.

Organization and Qualification; Subsidiaries. (a) MAMP is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Each Vornado Party is duly qualified incorporated or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each Vornado Party is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Vornado Material Adverse Effect. Each Vornado Party is in compliance in all material respects with the terms of its Governing Documents. (b) Each of Newco and Newco OP is, or as of the Closing will be, duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has, or will have as of the Closing, the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of Newco and Newco OP is, or as of the Closing will be, duly qualified or licensed to do business, and is, or as of the Closing will be, in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary. Each of Newco and Newco OP is, or as of the Closing will be, in compliance in all material respects with the terms of is Governing Documents. (c) Each Vornado Included Entity is duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties (including its Vornado Included Assets) and to carry on its business as it is now being conducted, except for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Vornado Material Adverse Effect. Each Vornado Included Entity is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Vornado Material Adverse Effect. Each Vornado Included Entity is in compliance in all material respects with the terms of its Governing Documents, except for such noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a Vornado Material Adverse Effect. (d) Schedule 2.1(dSection 3.1(d) of the Vornado Disclosure Letter sets forth a true true, correct and complete list of Newco, Newco OP and all of the MAMP SubsidiariesVornado Included Entities, including a list of each Vornado Included Entity that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”), a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”) or a real estate investment trust within the meaning of Sections 856 — 860 of the Code (“REIT”), together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and Vornado Included Entity, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial interest held, directly or indirectly, by MAMP Vornado OP in and to each Vornado Included Entity, (iii) the names of and the type of and percentage of voting, equity, profits, capital and other beneficial interest held by any Person other than Vornado or a Vornado Subsidiary in each MAMP SubsidiaryVornado Included Entity, and (iv) the classification for U.S. federal income tax purposes of each Vornado Included Entity. None of the Vornado Included Entities other than the Vornado REITs has elected or will elect to be treated as a REIT. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) Newco and Newco OP have been organized solely for the purpose of, and have not engaged in activities except in preparation for, the Transactions. The Vornado Included Entities have not engaged in any Person (activities except for the acquisition, construction, development, ownership, operation, management, leasing and repair of the Vornado Included Properties and the management of properties belonging to third parties, and other than in the MAMP Subsidiaries and investments in short-term investment securities)activities ancillary thereto.

Organization and Qualification; Subsidiaries. (a) MAMP CMFT is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority to own, lease and any necessary governmental authorization operate its properties and to carry on its business as it is now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Each of CMFT and Merger Sub is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CMFT Material Adverse Effect. (b) The Operating Partnership Each CMFT Subsidiary (i) is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and (ii) has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conductedconducted and (iii) is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CMFT Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (ec) Neither MAMP CMFT nor any MAMP CMFT Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP CMFT Subsidiaries and investments in short-term investment securities). (d) CMFT has made available to CCPT V complete and correct copies of the CMFT Governing Documents, which are in full force and effect as of the date of this Agreement. Each of CMFT and the CMFT Operating Partnership is in compliance with the terms of its CMFT Governing Documents. True and complete copies of CMFT’s and the CMFT Operating Partnership’s minute books, as applicable, since January 1, 2017 have been made available by CMFT to CCPT V. (e) CMFT has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CMFT Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP REIT I is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP REIT I is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP REIT I Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP REIT I Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a REIT I Material Adverse Effect. Each REIT I Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP REIT I Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the REIT I Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the REIT I Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which REIT I and (ii) the REIT I Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by MAMP REIT I in each MAMP REIT I Subsidiary, including a list of each REIT I Subsidiary that is a "qualified REIT subsidiary" within the meaning of Section 856(i)(2) of the Code (each a "Qualified REIT Subsidiary") or a "taxable REIT subsidiary" within the meaning of Section 856(1) of the Code (each a "Taxable REIT Subsidiary") and each REIT I Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP REIT I nor any MAMP REIT I Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP REIT I Subsidiaries and investments in short-term investment securities). (e) REIT I is in compliance with the terms of the REIT I Governing Documents in all material respects. (f) REIT I has not exempted any "Person" from the "Aggregate Share Ownership Limit" or the "Common Share Ownership Limit" or established or increased an "Excepted Holder Limit," as such terms are defined in the REIT I Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation corporation, duly incorporated, organized and validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties assets and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing thator to have such power that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries (each, a “Company Subsidiary”) is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction of its incorporation or organization and has the requisite corporate or organizational, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in each case, except as would not reasonably be expected to have have, individually or in the aggregate, a MAMP Company Material Adverse Effect. The Company and each of its “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”) is duly qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (db) Schedule 2.1(dThe Company has made available or caused to be made available to Parent true, correct and complete copies of (i) any amendments to the Third Amended and Restated Certificate of Incorporation of the Company (the “Company Charter”) not filed prior to the date hereof with the SEC, (ii) any amendments to the Amended and Restated Bylaws of the Company (the “Company Bylaws”) not filed prior to the date hereof with the SEC and (iii) the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each Significant Company Subsidiary. The Company is in compliance in all material respects with the provisions of the Company Charter and the Company Bylaws. (c) Section 3.1(c) of the Company Disclosure Letter sets forth as of the date hereof a true true, correct and complete list of the MAMP Company Subsidiaries, together with (i) the respective jurisdiction of incorporation organization or organizationincorporation, as the case may be, of each MAMP Company Subsidiary. Neither the Company nor any Company Subsidiary, directly or indirectly, owns any Equity Interest in any Person other than the Company Subsidiaries. All of the outstanding shares of capital stock of, or other Equity Interests in, each Company Subsidiary have been duly authorized and (iivalidly issued and are fully paid and nonassessable. Except as set forth in Section 3.1(c) of the type Company Disclosure Letter, all of and percentage the outstanding shares of interest heldcapital stock of, or other Equity Interests in, each Company Subsidiary are owned, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (the Company free and clear of all Liens, other than in the MAMP Subsidiaries and investments in short-term investment securities)Permitted Liens.

Organization and Qualification; Subsidiaries. (a) MAMP REIT II is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of REIT II and Merger Sub is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP REIT II Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP REIT II Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each REIT II Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP REIT II Material Adverse Effect. (dc) Schedule 2.1(dSection 5.1(c) of the REIT II Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the REIT II Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which REIT II and (ii) the REIT II Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by MAMP REIT II in each MAMP REIT II Subsidiary, including a list of each REIT II Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary and each REIT II Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP REIT II nor any MAMP REIT II Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP REIT II Subsidiaries and investments in short-term investment securities). (e) Each of REIT II and the REIT II Operating Partnership is in compliance with the terms of its REIT II Governing Documents in all material respects. (f) REIT II has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the REIT II Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP Xxxx is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Xxxx is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Xxxx Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Xxxx Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Xxxx Material Adverse Effect. Each Xxxx Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Xxxx Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the Xxxx Disclosure Letter sets forth forth, as of the date hereof, a true and complete list of the MAMP Subsidiaries, together with (i) the Xxxx Subsidiaries and their respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP Xxxx in each MAMP Xxxx Subsidiary, including a list of each Xxxx Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”). (ed) Neither MAMP Except as set forth in Section 4.1(d) of the Xxxx Disclosure Letter, neither Xxxx nor any MAMP Xxxx Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Xxxx Subsidiaries and investments in short-term money markets and bank time deposits) or otherwise made a loan as an investment securities)to any Person.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority to conduct its business as now being conducted. The Company is duly qualified or licensed to do business and any necessary governmental authorization is in good standing (with respect to enter into this Agreement jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is in compliance with the terms of the Company Governing Documents. (b) Section 3.1(b) of the Company Disclosure Letter sets forth a true and complete list of the Subsidiaries of the Company (each a “Company Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary, and the other Transactions to which it type and percentage of interest held directly or indirectly, by the Company in each Company Subsidiary. Each Company Subsidiary is a party. The Operating Partnership has not conducted any business and has no assets, liabilities in compliance in all material respects with the terms of its constituent organizational or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreementsgoverning documents. (c) Each MAMP Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on conduct its business as it is now being conducted, except for such failures as would not have or reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing thatwould not have or reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of Neither the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP Company nor any MAMP Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than (i) in the MAMP Company Subsidiaries and investments in short-term investment securities(ii) Company Investments). (e) The Company has made available to Parent (i) complete and correct copies of the Company Governing Documents and (ii) complete and correct copies of the organizational documents or governing documents of each Company Subsidiary.

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Parent is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (b) The Operating Partnership Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement own, lease and, to the extent applicable, operate its properties and the other Transactions to which carry on its business as it is now being conducted. Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger AgreementsParent Material Adverse Effect. (c) Each MAMP Parent Subsidiary (other than Merger Sub) is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP PESI is a corporation duly incorporated, incorporated and validly existing and in good standing under the Laws laws of the State of Delaware and Delaware. PESI has the requisite organizational corporate power and authority and any necessary governmental authorization to own, own or lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted and as proposed to be conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect duly licensed or qualified to jurisdictions that recognize such concept), do business in each jurisdiction where in which the nature of the business conducted by it or the character of the properties owned, operated owned or leased by it or the nature of its business makes such qualification, licensing or good standing qualification necessary, except for such failures where the failure to be so qualified, licensed or in good standing thatqualified has not had, and could not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership Each Subsidiary of PESI, except for those PESI Subsidiaries that have been classified as a discontinued operations in Section 4.1(b) of the PESI Disclosure Letter, (each a “PESI Subsidiary”), (i) is duly organized, incorporated and validly existing and in good standing under the Laws laws of the State its respective jurisdiction of Delaware and organization, (ii) has the requisite organizational corporate or other business entity power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities own or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, and (iii) is duly licensed or qualified to do business in good standing thateach jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as has not had, and could not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the PESI Disclosure Letter sets forth a true and complete list of all of the MAMP PESI Subsidiaries, together with (i) the respective jurisdiction state of incorporation or organizationformation of each PESI Subsidiary and, as of the case may bedate hereof, of the jurisdictions in which each MAMP PESI Subsidiary and (ii) the type of and percentage of interest held, directly is qualified or indirectly, by MAMP in each MAMP Subsidiarylicensed to do business. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Each of Parent and Merger Sub is a corporation corporation, duly incorporated, organized and validly existing and in good standing under the Laws of the State jurisdiction of Delaware its incorporation and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties assets and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing thator to have such power that would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a MAMP Parent Material Adverse Effect. . Each of Parent’s Subsidiaries (deach, a “Parent Subsidiary”) Schedule 2.1(dis a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) sets forth a true and complete list under the Laws of the MAMP Subsidiaries, together with (i) the respective jurisdiction of its incorporation or organizationorganization and has the requisite corporate or organizational, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and each of its “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Parent Subsidiary”) and Merger Sub is duly qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each MAMP Subsidiary jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent has made available or caused to be made available to the Company true, correct and complete copies of (i) any amendments to the Amended and Restated Certificate of Incorporation of Parent (the “Parent Charter”) not filed prior to the date hereof with the SEC, (ii) the type Amended and Restated By-laws of Parent and percentage any amendments thereto (the “Parent Bylaws”) not filed prior to the date hereof with the SEC and (iii) the certificates of interest heldincorporation and bylaws, or equivalent organizational or governing documents, of each Significant Parent Subsidiary. Parent is in compliance in all material respects with the provisions of the Parent Charter and the Parent Bylaws. (c) Neither the Parent nor any Parent Subsidiary, directly or indirectly, owns any Equity Interest in any Person other than the Parent Subsidiaries. All of the outstanding shares of capital stock of, or other Equity Interests in, each Parent Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and to the extent owned, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (Parent, are owned free and clear of all Liens, other than in the MAMP Subsidiaries and investments in short-term investment securities)Permitted Liens.

Organization and Qualification; Subsidiaries. (a) MAMP SOR II is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP SOR II is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP SOR II Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP SOR II Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each SOR II Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP SOR II Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the SOR II Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the SOR II Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which SOR II and (ii) the type of SOR II Subsidiaries are qualified or licensed to do business, and the percentage of interest held, directly or indirectly, by MAMP SOR II in each MAMP SOR II Subsidiary, including a list of each SOR II Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and each SOR II Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP Except as set forth on Section 4.1(d) of the SOR II Disclosure Letter, neither SOR II nor any MAMP SOR II Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP SOR II Subsidiaries and investments in short-term investment securities). (e) SOR II has made available to SOR complete and correct copies of the SOR II Governing Documents. Each of SOR II and the SOR II Operating Partnership is in compliance with the terms of its SOR II Governing Documents in all material respects. True and complete copies of SOR II’s and the SOR II Operating Partnership’s minute books, as applicable, have been made available by SOR II to SOR. (f) Except as set forth on Section 4.1(f) of the SOR II Disclosure Letter, SOR II has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the SOR II Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Parent is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (b) The Operating Partnership Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement own, lease and, to the extent applicable, operate its properties and the other Transactions to which carry on its business as it is now being conducted. Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger AgreementsParent Material Adverse Effect. (c) Each MAMP Parent Subsidiary (other than Merger Sub) is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list None of the MAMP SubsidiariesParent, together with (i) the respective jurisdiction of incorporation Merger Sub or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person person (other than in the MAMP Parent Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation an exempted company duly incorporated, incorporated and validly existing and in good standing under the Laws of the State of Delaware and Bermuda. The Company has the all requisite organizational corporate or similar power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and assets and to carry on its business as it presently conducted and is now being conducted. MAMP is duly qualified or licensed to do business, business and is in good standing (with respect to jurisdictions that recognize such where applicable as a legal concept), ) as a foreign corporation or other relevant legal entity in each jurisdiction where the character ownership, leasing or operation of the its assets or properties owned, operated or leased by it or the nature conduct of its business makes requires such qualification, licensing or good standing necessary, except for where any such failures failure to be so qualified, licensed qualified or in good standing thatwould not, individually or in the aggregate, would not reasonably be expected to have result in a MAMP Company Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws . Each of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it Company’s Subsidiaries is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is legal entity duly organized, validly existing and in good standing (to the extent applicablewhere applicable as a legal concept) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite organizational corporate or similar power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and assets and to carry on its business as it presently conducted and is now being conductedqualified to do business and is in good standing (where applicable as a legal concept) as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except for such failures where any failure to be so qualifiedorganized, licensed or existing, in good standing thator qualified, or to have such power or authority would not, individually or in the aggregate, would not reasonably be expected to have result in a MAMP Company Material Adverse Effect. (db) Schedule 2.1(dSection 3.1(b) of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the MAMP SubsidiariesCompany as of the date hereof, together with each such Subsidiary’s jurisdiction of incorporation, organization or formation and its authorized, issued and outstanding shares or units of equity interests (including limited liability company interests), if any, that are not owned by the Company or a Subsidiary. (c) The Company has made available to Parent accurate and complete copies of (i) the respective jurisdiction memorandum of incorporation or organizationassociation and bye-laws, as including all amendments thereof, through the case may bedate hereof, of each MAMP Subsidiary the Company and (ii) the type minutes and other records of the meetings and percentage other proceedings (including any actions taken by written consent without a meeting) of interest heldthe Shareholders of the Company, directly or indirectly, by MAMP in each MAMP Subsidiarythe Company Board of Directors and all committees. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the all requisite organizational corporate power and authority to carry on the CATV Business as currently conducted by it and to own or lease and operate the Purchased Assets. Seller is duly qualified to do business and is in good standing as a foreign corporation (in any necessary governmental authorization jurisdiction that recognizes such concept) in each jurisdiction where the ownership or operation of the Purchased Assets or the operation or conduct of the CATV Business requires such qualification, except where the failure to enter into this Agreement and be so qualified or in good standing, individually or in the other Transactions to which it is a party. The Operating Partnership aggregate, has not conducted had and could not reasonably be expected to have a Seller Material Adverse Effect. (b) Schedule 3.2 sets forth a list of each Subsidiary of Seller that has title to any business and has no assetsPurchased Asset or any Assumed Liability, liabilities or obligations together with its jurisdiction of any nature other than organization. Except as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary on Schedule 3.2, each entity is duly organized, validly existing and in good standing (to the extent applicablein any jurisdiction that recognizes such concept) under the Laws of the its jurisdiction of its incorporation or organization, as the case may be, organization and has the all requisite organizational corporate or similar power and authority and any necessary governmental authorization to own, lease and, to and operate the extent applicable, operate its properties Purchased Assets and to carry on its portion of the CATV Business as presently conducted and is duly qualified to do business and is in good standing as it is now being conducteda foreign corporation or other entity (in any jurisdiction that recognizes such concept) in each jurisdiction where the ownership or operation of its properties and assets or the conduct of its business requires such qualification, except for such failures to be so qualifiedduly organized, licensed validly existing, qualified or in good standing that, individually or in the aggregate, would have not had and could not reasonably be expected to have a MAMP Seller Material Adverse Effect. (d) . The Subsidiaries listed on Schedule 2.1(d) sets forth a true and complete list 3.2 are the only Affiliates of the MAMP SubsidiariesSeller that have title to any Purchased Asset or any obligation that is an Assumed Liability, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiarycase related to the CATV Business as currently conducted. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Parent is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (b) The Operating Partnership Merger Sub I is a limited liability company duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Merger Sub I is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (c) Merger Sub II is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Merger Sub II is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (d) Schedule 2.1(d) sets forth The Partnership is a true limited partnership duly organized, validly existing and complete list in good standing under the laws of the MAMP SubsidiariesState of Delaware and has the requisite partnership power and authority and any necessary governmental authorization to own, together with (i) lease and, to the respective jurisdiction of incorporation extent applicable, operate its properties and to carry on its business as it is now being conducted. The Partnership is duly qualified or organizationlicensed to do business, as the case may beand is in good standing, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly jurisdiction where the character of the properties owned, operated or indirectly owns any interest leased by it or investment (whether equity the nature of its business makes such qualification, licensing or debt) good standing necessary, except for such failures to be so qualified, licensed or in any Person (other than good standing that, individually or in the MAMP Subsidiaries aggregate, have not had and investments in short-term investment securities)would not reasonably be expected to have a Parent Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP The Company is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Merger Partnership is a limited partnership duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has the requisite organizational partnership power and authority and any necessary governmental authorization to enter into this Agreement own, lease and, to the extent applicable, operate its properties and the other Transactions to which carry on its business as it is now being conducted. Merger Partnership is duly qualified or licensed to do business as a party. The Operating Partnership has foreign limited partnership, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not conducted any business had and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreementswould not reasonably be expected to have a Company Material Adverse Effect. (c) Each MAMP Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (d) Schedule 2.1(dSection 4.1(d) of the Company Disclosure Letter sets forth a true and complete list of the MAMP Company Subsidiaries, including a list of each Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”), or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and Company Subsidiary, including each jurisdiction in which each of the Company Subsidiaries is qualified or licensed to do business, (ii) the type of and percentage of interest heldheld (including capital account balances for any entity treated as a partnership for income tax purposes), directly or indirectly, by MAMP the Company or Merger Partnership in each MAMP Company Subsidiary, (iii) the names of and the type of and percentage of interest held (including capital account balances for any entity treated as a partnership for income tax purposes) by any Person other than the Company, Merger Partnership or any other Company Subsidiary in each Company Subsidiary, (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary, and (v) each assumed name under which each of the Company Subsidiaries conducts business in any jurisdiction. (e) Neither MAMP Except as set forth in Section 4.1(e) of the Company Disclosure Letter, neither the Company nor any MAMP Subsidiary Company Subsidiary, directly or indirectly indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the MAMP Company Subsidiaries and investments in short-term investment securitiesbank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation real estate investment trust duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Merger Sub is a limited liability company, validly existing and in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Parent is duly qualified or licensed to do businessbusiness as a foreign real estate investment trust, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (b) Each Parent Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, validly existing or in good standing (to the extent applicable), or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business as a foreign corporation, company or partnership, as applicable, and is in good standing (with respect to jurisdictions that recognize such conceptthe extent applicable), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that(to the extent applicable) that would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (bc) The Operating Partnership is duly organized, validly existing and in good standing under the Laws Section 5.1(c) of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set Parent Disclosure Letter sets forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Schedule 2.1(d) sets forth all material respects a true and complete list of the MAMP Subsidiaries, together with (i) the Parent Subsidiaries and their respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP Parent in each MAMP Parent Subsidiary, including a list of each Parent Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (ed) Neither MAMP Except as set forth in Section 5.1(d) of the Parent Disclosure Letter, neither Parent nor any MAMP Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Parent Subsidiaries and investments in short-term investment securities). (e) Except as set forth in Section 5.1(e) of the Parent Disclosure Letter, Parent has not exempted any Person from or waived any ownership limit or created or increased an Excepted Holder Limit (as defined in the Parent Charter) under the Parent Charter, which exemption or waiver is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation corporation, duly incorporated, validly existing and in good standing under the Laws of the State laws of Delaware and has the requisite organizational corporate power and authority and any all necessary governmental authorization approvals to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. MAMP The Company is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, leased or operated or leased by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures to be so qualified, qualified or licensed or and in good standing that, that would not individually or in the aggregate, would not reasonably be expected to aggregate have a MAMP Company Material Adverse Effect. (b) The Operating Partnership Each Company Subsidiary is an entity, duly organizedincorporated or formed, as applicable, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction of its incorporation or organization, as formation (to the case may be, extent the applicable jurisdiction recognizes such concept) and has the requisite organizational corporate or limited liability company power and authority and any all necessary governmental authorization approvals to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified, qualified or licensed or and in good standing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (dc) Schedule 2.1(d) sets forth a A true and complete list of all the MAMP Company Subsidiaries, together with (i) the respective jurisdiction of incorporation or organizationformation, as the case may beapplicable, of each MAMP Company Subsidiary and (ii) the type number of shares and percentage of interest heldthe outstanding Equity Interests of each Company Subsidiary owned by the Company and each other Company Subsidiary, directly is set forth in Section 4.01(c) of the Company Disclosure Schedule, and there are no Equity Interests issued or indirectlyoutstanding in any Company Subsidiary except as set forth thereon. Except with respect to the Company Subsidiaries, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary the Company does not directly or indirectly owns own (nor is party to any agreement or arrangement to own or acquire) any Equity Interest in, or any interest convertible into or investment (whether equity exchangeable or debt) in exercisable for any Person (Equity Interest in, any corporation, partnership, joint venture or business association or other than in the MAMP Subsidiaries and investments in short-term investment securities)entity.

Organization and Qualification; Subsidiaries. (a) MAMP The Company and each of its subsidiaries is a corporation duly incorporatedorganized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws laws of the State jurisdiction of Delaware its organization and has the all requisite organizational corporate or similar power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted, except where any such failure to be so organized, existing or in good standing or to have such power or authority, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have, a Company Material Adverse Effect (as defined below) and (y) would not reasonably be expected to prevent, materially delay or materially impede the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. MAMP The Company and each of its subsidiaries is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), the concept of good standing) in each jurisdiction where the character of the its properties owned, leased or operated or leased by it or the conduct of its business or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for any such failures failure to be so qualified, qualified or licensed or in good standing thatwhich, individually or in the aggregate, (x) has not had, and would not reasonably be expected to have have, a MAMP Company Material Adverse Effect. Effect and (by) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP prevent, materially delay or materially impede the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. "Company Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list " means any change, event or effect that has been or would be materially adverse to the business, financial condition or results of operations of the MAMP SubsidiariesCompany and its subsidiaries taken as a whole, together with other than any change, event or effect resulting from (i) changes in general economic conditions (except to the respective jurisdiction of incorporation extent that those changes, events or organizationeffects have a materially disproportionate effect on the Company and its subsidiaries relative to other participants in the advertising industry), as the case may be, of each MAMP Subsidiary and (ii) the type announcement of this Agreement and percentage the transactions contemplated hereby, including any termination of, or reduction in, client business due to the announcement and performance of interest heldthis Agreement or the identity of the parties to this Agreement, directly or indirectlythe performance of this Agreement and the transactions contemplated hereby, by MAMP including compliance with the covenants contained herein, (iii) changes in each MAMP Subsidiary. general conditions in the advertising industry (eexcept to the extent that those changes, events or effects have a materially disproportionate effect on the Company and its subsidiaries relative to other participants in the advertising industry), (iv) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) changes in any Person tax laws or regulations or applicable accounting regulations or principles (except to the extent that those changes, events or effects have a materially disproportionate effect on the Company and its subsidiaries relative to other than participants in the MAMP Subsidiaries advertising industry) or (v) only with respect to the clients listed on Section 3.1 of the Company Disclosure Schedule, the impact of any change in client business publicly announced by the Company or such client prior to the date of this Agreement; provided that the exception set forth in clause (ii) shall not apply with respect to the representations and investments warranties set forth in short-term investment securitiesSections 3.4 and 3.5 or the absence of conflict or similar representations set forth in Section 3.10(j) or with respect to any failure by the Company or any of its subsidiaries to take any action prohibited by Section 5.1 for which the consent of Parent is properly withheld).

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Maryland, and Parent Operating Partnership is a partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware and each has the requisite organizational power and authority and any necessary governmental authorization authorization, except for such failures to be so authorized that individually or in the aggregate have not had and would not reasonably be expected to have a Parent Material Adverse Effect, to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Each of Parent and Parent Operating Partnership is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (b) The Operating REIT Merger Sub is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Maryland and has the requisite organizational power and authority to carry on its business as it is now being conducted. REIT Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. (c) Partnership Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which carry on its business as it is a partynow being conducted. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations Merger Sub was formed solely for the purpose of any nature other than as set forth engaging in the transactions contemplated by this Agreement and the Other Merger AgreementsAgreement. (cd) Section 5.1(d) of the Parent Disclosure Letter sets forth a true and complete list of the Parent Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Parent Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Parent in each Parent Subsidiary, and (iii) the classification for U.S. federal income tax purposes of each Parent Subsidiary, including by identifying each Parent Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. Each MAMP Parent Subsidiary (other than REIT Merger Sub and Partnership Merger Sub) is duly organizedorganized or formed, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (d) Schedule 2.1(d) sets forth . There are no current dissolution, revocation or forfeiture proceedings regarding any Parent Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a true and complete list Parent Material Adverse Effect and, to the Parent’s knowledge, there are no grounds that currently exist for the administrative dissolution of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation Parent or organization, as the case may be, of each MAMP any Parent Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiaryany Governmental Authority. (e) Neither MAMP nor None of Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub or any MAMP Parent Subsidiary directly or indirectly owns any interest in or of, or investment (in, whether equity or debt) in , any Person (other than equity interests in the MAMP Parent Subsidiaries and investments in short-term investment securitiessecurities set forth on Section 5.1(e) of the Parent Disclosure Letter).

Organization and Qualification; Subsidiaries. (a) MAMP Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware Maryland and has the all requisite organizational limited liability company power and authority to own, lease and any necessary governmental authorization operate its properties and assets to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any conduct its business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreementsnow being conducted. (cb) Schedule 6.1(b) sets forth, as of the date hereof, a true, correct and complete list of the Property Owners, together with (i) the jurisdiction of organization or formation, as the case may be, of each Property Owner, (ii) the type of and percentage of interest held, directly or indirectly, by the Company in each Property Owner, and (iii) the classification for U.S. federal income tax purposes of each Property Owner. Each MAMP Subsidiary Property Owner is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation organization or organization, as the case may be, formation and has the requisite organizational limited liability company or limited partnership power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and assets and to carry on its business as it is now being conducted, except for such those failures to be so qualifiedduly organized, licensed or validly existing and in good standing thator to have such power and authority as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Property Owner is duly qualified or licensed to do business and is in good standing (to the extent applicable) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those failures to be so qualified or licensed or to be in good standing as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Seller has made available to Purchaser correct and complete copies of (x) the constituent organizational or governing documents of each Property Owner, as in effect on the date of this Agreement, and (y) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the member(s) or partners, as applicable, and board of directors (or other governing body or Person(s) performing similar functions) of each such Property Owner and all committees thereof, in each case since January 1, 2011 through August 30, 2014. Each Property Owner is in material compliance with the terms of its constituent organizational or governing documents, except for such instances of non-compliance, individually or in the aggregate, as have not had, and would not reasonably be expected to have, a MAMP Company Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware law and has all the requisite organizational corporate power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may beauthority, and has the requisite organizational power is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, waivers, qualifications, certificates, Orders (as defined herein) and authority and any approvals (collectively, "Approvals") necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted, except for such failures Approvals, the failure of the Company to be so qualified, licensed or in good standing thatpossession of could not, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (db) Each Subsidiary of the Company is a legal entity, duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization and has all the requisite power and authority, and is in possession of all Approvals necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Section 2.1(c) of the Company Disclosure Schedule 2.1(d) sets forth forth, as of the date hereof, a true and complete list of all of the MAMP Company's directly and indirectly owned Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, organization of each MAMP Subsidiary and (ii) the type of and percentage of each Subsidiary's outstanding capital stock or other equity or other interest heldowned by the Company or another Subsidiary of the Company. Except as set forth in Section 2.1(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in similar interest in, any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities)Person.

Organization and Qualification; Subsidiaries. (a) MAMP CMFT is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority to own, lease and any necessary governmental authorization operate its properties and to carry on its business as it is now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Each of CMFT and Merger Sub is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CMFT Material Adverse Effect. (b) The Operating Partnership Each CMFT Subsidiary (i) is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and (ii) has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conductedconducted and (iii) is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CMFT Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (ec) Neither MAMP CMFT nor any MAMP CMFT Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP CMFT Subsidiaries) and investments in short-term investment securities). (d) Neither CMFT nor any CMFT Subsidiary directly or indirectly owns any equity interest or equity investment in any Person (other than the CMFT Subsidiaries and investments in short-term investment securities). (e) CMFT has made available to CCIT III complete and correct copies of the CMFT Governing Documents, which are in full force and effect as of the date of this Agreement. Each of CMFT and the CMFT Operating Partnership is in compliance with the terms of its CMFT Governing Documents. True and complete copies of CMFT’s and the CMFT Operating Partnership’s minute books, as applicable, since January 1, 2017 have been made available by CMFT to CCIT III. (f) CMFT has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CMFT Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and Delaware. Set forth on the Subsidiary Schedule is a list of every corporation, limited liability company, partnership or other business organization or entity of which the Company owns, either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) otherwise has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and vote or direct the other Transactions voting of sufficient securities to which it elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Each of the Subsidiaries listed on the Subsidiary Schedule is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is corporation duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction of its incorporation or organization, as incorporation. The Company and each of the case may be, and Subsidiaries has the requisite organizational corporate power and authority and any necessary governmental authorization to own, operate or lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction in which the nature of its business or the properties owned, operated or leased by it makes such qualification, licensing or good standing necessary, except for where the failure to have such failures power, or the failure to be so qualified, licensed or in good standing that, individually or in the aggregatestanding, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any development, condition or circumstance having an effect on the assets, business, operations, or financial condition of the MAMP Subsidiaries, together with (i) Company or any of its Subsidiaries that is materially adverse to the respective jurisdiction of incorporation or organization, Company and its Subsidiaries taken as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (a whole other than in any development, condition or circumstance resulting from general economic conditions or relating generally to the MAMP Subsidiaries and investments in short-term investment securities)coal or electric power industries.

Organization and Qualification; Subsidiaries. (a) MAMP REIT III is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP REIT III is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP REIT III Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP REIT III Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each REIT III Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP REIT III Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the REIT III Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the REIT III Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which REIT III and (ii) the REIT III Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by MAMP REIT III in each MAMP REIT III Subsidiary, including a list of each REIT III Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (each, a “Taxable REIT Subsidiary”) and each REIT III Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP REIT III nor any MAMP REIT III Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP REIT III Subsidiaries and investments in short-term investment securities). (e) REIT III has made available to REIT II complete and correct copies of the REIT III Governing Documents. Each of REIT III and REIT III Operating Partnership is in compliance with the terms of its REIT III Governing Documents in all material respects. True and complete copies of REIT III’s minute book have been made available by REIT III to REIT II. (f) REIT III has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the REIT III Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP The Company is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except, with respect only to each Company Subsidiary that would not constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X), for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the MAMP Company Subsidiaries, including a list of each Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”), or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by MAMP the Company in each MAMP Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than the Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary. (ed) Neither MAMP Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any MAMP Subsidiary Company Subsidiary, directly or indirectly indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the MAMP Subsidiaries Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in short-term investment securitiesbank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) MAMP Terra BDC is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Terra BDC is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Terra BDC Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Terra BDC Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each Terra BDC Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Terra BDC Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the Terra BDC Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the Terra BDC Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which Terra BDC and (ii) the Terra BDC Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by MAMP Terra BDC in each MAMP Terra BDC Subsidiary, including a list of each Terra BDC Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and each Terra BDC Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP Terra BDC nor any MAMP Terra BDC Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securitiesTerra BDC Subsidiaries). (e) Terra BDC is in compliance with the terms of its Terra BDC Governing Documents in all material respects.

Organization and Qualification; Subsidiaries. (a) MAMP STAR is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of STAR and Merger Sub is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP STAR Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP STAR Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each STAR Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP STAR Material Adverse Effect. (dc) Schedule 2.1(dSection 5.1(c) of the STAR Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the STAR Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which STAR and (ii) the STAR Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by MAMP STAR in each MAMP STAR Subsidiary, including a list of each STAR Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary and each STAR Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP STAR nor any MAMP STAR Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP STAR Subsidiaries and investments in short-term investment securities). (e) STAR has made available to STAR III complete and correct copies of the STAR Governing Documents. Each of STAR and the STAR Operating Partnership is in compliance with the terms of its STAR Governing Documents in all material respects. True and complete copies of STAR’s and the STAR Operating Partnership’s minute books, as applicable, have been made available by STAR to STAR III. (f) STAR has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the STAR Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP CMR is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. MAMP CMR is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CMR Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP CMR Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each CMR Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CMR Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the CMR Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the CMR Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which CMR and (ii) the type of CMR Subsidiaries are qualified or licensed to do business, and the percentage of interest held, directly or indirectly, by MAMP CMR in each MAMP CMR Subsidiary, including a list of each CMR Subsidiary that is (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP Except as set forth in Section 4.1(d) of the CMR Disclosure Letter, neither CMR nor any MAMP CMR Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP CMR Subsidiaries and investments in short-term investment securities). (e) CMR has made available to the CCI Parties complete and correct copies of the CMR Governing Documents, which are in full force and effect as of the date of this Agreement. Each of the CMR Parties is in compliance with the terms of its applicable CMR Governing Documents in all material respects. If and to the extent requested by the CCI Parties, true and complete copies of CMR’s minute books, since January 1, 2018, have been made available by CMR to CCI upon the written request of CCI. (f) Except as set forth in Section 4.1(f) of the CMR Disclosure Letter, CMR has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CMR Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP Except as set forth in Section 4.1 of the Disclosure Letter delivered by the Company to Parent concurrently with the execution hereof (the "Disclosure Letter") each of the Company and its subsidiaries is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, and has the all requisite organizational corporate power and authority and any all necessary governmental authorization approvals to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted, except for such failures where the failure to be so qualifiedorganized, licensed or existing and in good standing thator to have such power and authority would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect (as defined in Section 9.9). (b) Each of the Company and its subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction (including any foreign country) in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company has heretofore made available to Parent complete and correct copies of the Company's Articles of Incorporation and First Amended and Restated Bylaws and the equivalent organizational documents of each of its subsidiaries, each as amended to the date of this Agreement. Such Articles of Incorporation, Bylaws and equivalent organizational documents are in full force and effect and no other organizational documents are applicable to or binding upon the Company or its subsidiaries. The Company is not in violation of any of the provisions of its Articles of Incorporation or First Amended and Restated Bylaws and no subsidiary of the Company is in violation of any of the provisions of such subsidiary's equivalent organizational documents except, in each case, for such violations that would not, individually or in the aggregate, have a Material Adverse Effect. (d) Schedule 2.1(d) sets forth The Company has heretofore furnished to Parent a true complete and complete correct list of all entities in which the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest heldCompany owns, directly or indirectly, by MAMP any equity or voting interest which is material to the Company, which list sets forth the amount of capital stock of or other equity interests in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary such entities, directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities)indirectly.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (aeach, a "Subsidiary" and collectively, the "Subsidiaries") MAMP is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that which recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted, except for such failures where the failure to be so qualifiedincorporated, licensed validly existing or in good standing thator to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect (as defined below). Each of the Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions which recognize such concept), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Company Material Adverse Effect. The term "Company Material Adverse Effect" means any change in or effect on the Company and the Subsidiaries that is or is reasonably likely to be materially adverse to the business, results of operations or financial condition of the Company and the Subsidiaries taken as a whole, or to prevent or materially delay the consummation of the Merger; provided that for all purposes of this Agreement the occurrence of any of the following shall be deemed not reasonably be expected to have a MAMP Company Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list : any change, effect, event or occurrence relating to or resulting from the execution of this Agreement or the consummation of the MAMP Subsidiariestransactions contemplated hereby or the announcement thereof except as expressly provided for otherwise in this Agreement, together with (i) any diminution in the respective jurisdiction amount of incorporation insurance or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment reinsurance business written (whether equity resulting from non-renewal by the other party or debt) otherwise), any termination or amendment of existing insurance or reinsurance programs written by any Subsidiary, any adverse development in any Person (other than claims reserves or in the MAMP Subsidiaries and investments in short-term investment securities).reserves for unrecoverable

Organization and Qualification; Subsidiaries. (a) MAMP REIT I is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP REIT I is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP REIT I Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP REIT I Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each REIT I Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP REIT I Material Adverse Effect. (d) Schedule 2.1(dExcept as set forth in Section 4.1(d) sets forth a true and complete list of the MAMP SubsidiariesREIT I Disclosure Letter, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP neither REIT I nor any MAMP REIT I Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP REIT I Subsidiaries and investments in short-term investment securities). (e) REIT I has made available to REIT II complete and correct copies of the REIT I Governing Documents. Each of REIT I and REIT I Operating Partnership is in compliance with the terms of its REIT I Governing Documents in all material respects. True and complete copies of REIT I’s and REIT I Operating Partnership’s minute books, as applicable, have been made available by REIT I to REIT II. (f) Except as set forth in Section 4.1(f) of the REIT I Disclosure Letter, REIT I has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the REIT I Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP TeleCorp is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware and has all the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. MAMP TeleCorp is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, leased or operated or leased by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures where the failure to be so qualified, licensed or in good standing thatqualified would not, individually or in the aggregate, would not reasonably be expected to have a MAMP TeleCorp Material Adverse Effect. (b) The Operating Partnership All of the shares of capital stock of each Subsidiary (as defined in Section 10.4 below) of TeleCorp are owned by TeleCorp or by a Subsidiary of ------------ TeleCorp (other than director's qualifying shares in the case of foreign Subsidiaries), and are validly issued, fully paid and non-assessable, and there are no outstanding subscriptions, options, calls, contracts, voting trusts, proxies or other commitments, understandings, restrictions, arrangements, rights or warrants with respect any such Subsidiaries capital stock. (c) Each Subsidiary of TeleCorp is a legal entity, duly incorporated or organized, validly existing and in good standing under the Laws laws of the State its respective jurisdiction of Delaware incorporation or organization and has all the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary of TeleCorp is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures where the failure to be so qualified, licensed or in good standing thatqualified would not, individually or in the aggregate, would not reasonably be expected to have a MAMP TeleCorp Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Company is duly qualified or licensed to do businessbusiness as a foreign corporation, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, validly existing or in good standing (to the extent applicable), or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business as a foreign corporation, company or partnership, as applicable, and is in good standing (with respect to jurisdictions that recognize such conceptthe extent applicable), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that(to the extent applicable) that would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (bc) The Operating Partnership is duly organized, validly existing and in good standing under the Laws Section 4.1(c) of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set Company Disclosure Letter sets forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Schedule 2.1(d) sets forth all material respects a true and complete list of the MAMP Subsidiaries, together with (i) the each Company Subsidiary and their respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP Company in each MAMP Company Subsidiary, including a list of each Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (each, a “Taxable REIT Subsidiary”). (ed) Neither MAMP Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither Company nor any MAMP Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Company Subsidiaries and investments in short-term investment securities). (e) Except as set forth in Section 4.1(e) of the Company Disclosure Letter, Company has not exempted any Person from or waived any stock ownership limit or created or increased an Excepted Holder Limit (as defined in the Company Charter) under the Company Charter, which exemption or waiver is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Alberta, Canada, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Parent is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (b) The Operating Partnership Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement own, lease and, to the extent applicable, operate its properties and the other Transactions to which carry on its business as it is now being conducted. Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger AgreementsParent Material Adverse Effect. (c) Each MAMP of Weichai Westport and each Parent Subsidiary (other than Merger Sub) is duly organized, validly existing and in good standing (to the extent applicablesuch concept is recognized) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of Weichai Westport and each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (d) Schedule 2.1(dExcept as disclosed in Section 5.1(d) sets forth a true and complete list of the MAMP SubsidiariesParent Disclosure Letter, together with (i) the respective jurisdiction none of incorporation Parent, Merger Sub or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Parent Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP CCI is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority to own, lease and any necessary governmental authorization operate its properties and to carry on its business as it is now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Each of CCI and Merger Sub is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CCI Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP CCI Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each CCI Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP CCI Material Adverse Effect. (dc) Schedule 2.1(dSection 5.1(c) of the CCI Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the CCI Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which CCI and (ii) the type of CCI Subsidiaries are qualified or licensed to do business, and the percentage of interest held, directly or indirectly, by MAMP CCI in each MAMP CCI Subsidiary, including a list of each CCI Subsidiary that is (i) a Qualified REIT Subsidiary, (ii) a Taxable REIT Subsidiary and (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP Except as set forth in Section 5.1(d) of the CCI Disclosure Letter, neither CCI nor any MAMP CCI Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP CCI Subsidiaries and investments in short-term investment securities). (e) CCI has made available to the CMR Parties complete and correct copies of the CCI Governing Documents, which are in full force and effect as of the date of this Agreement. Each of the CCI Parties is in compliance with the terms of its applicable CCI Governing Documents in all material respects. If and to the extent requested by the CMR Parties, true and complete copies of CCI’s minute books since January 1, 2018 have been made available by CCI to CMR upon the written request of CMR. (f) CCI has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CCI Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (athe "Company Subsidiaries") MAMP has been duly organized, and is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted, except for such failures where the failure to be so qualifiedorganized, licensed existing or in good standing thator to have such power, authority and governmental approvals would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect (defined below). Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Company Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list . For purposes of this Agreement, "Company Material Adverse Effect" means any change in or effect on the business of the MAMP SubsidiariesCompany and the Company Subsidiaries that is, together with or is reasonably likely to be, materially adverse to the business, financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole, other than any change, effect, event or occurrence to the extent arising from or relating to (i) the respective jurisdiction of incorporation United States or organizationthe global economy or securities markets in general, as the case may be, of each MAMP Subsidiary and (ii) actions taken pursuant to the type obligations of the parties expressly set forth in this Agreement or (iii) the agricultural equipment and percentage of interest heldconstruction equipment manufacturing industries in general; provided, directly or indirectlyhowever, that the Company and the Company Subsidiaries, taken as whole, are not materially disproportionately affected, as compared to other persons engaging in such respective industries, by MAMP in each MAMP Subsidiarysuch charge, effect, event or occurrence. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP REIT II is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of REIT II and Merger Sub is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP REIT II Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP REIT II Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a REIT II Material Adverse Effect. Each REIT II Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP REIT II Material Adverse Effect. (dc) Schedule 2.1(dSection 5.1(c) of the REIT II Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the REIT II Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which REIT II and (ii) the REIT II Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by MAMP REIT II in each MAMP REIT II Subsidiary, including a list of each REIT II Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary and each REIT II Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP REIT II nor any MAMP REIT II Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP REIT II Subsidiaries and investments in short-term investment securities). (e) REIT II is in compliance with the terms of its REIT II Governing Documents in all material respects. (f) REIT II has not exempted any "Person" from the "Aggregate Share Ownership Limit" or the "Common Share Ownership Limit" or established or increased an "Excepted Holder Limit," as such terms are defined in the REIT II Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP ARPI is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP ARPI is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP an ARPI Material Adverse Effect. (b) The Operating Partnership Each ARPI Subsidiary is duly organized, a validly existing corporation, limited partnership or limited liability company, as the case may be, and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws Law of the jurisdiction of its incorporation incorporation, formation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP an ARPI Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the ARPI Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the ARPI Subsidiaries and their respective jurisdiction of incorporation incorporation, formation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP ARPI in each MAMP SubsidiaryARPI Subsidiary and the applicable ARPI Subsidiaries through which ARPI indirectly holds such interests. (ed) Neither MAMP Except as set forth in Section 4.1(d) of the ARPI Disclosure Letter, neither ARPI nor any MAMP ARPI Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP ARPI Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP SOR is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of SOR and Merger Sub is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP SOR Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP SOR Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each SOR Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP SOR Material Adverse Effect. (dc) Schedule 2.1(dSection 5.1(c) of the SOR Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the SOR Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which SOR and (ii) the type of SOR Subsidiaries are qualified or licensed to do business, and the percentage of interest held, directly or indirectly, by MAMP SOR in each MAMP SOR Subsidiary, including a list of each SOR Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary and each SOR Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP Except as set forth on Section 5.1(d) of the SOR Disclosure Letter, neither SOR nor any MAMP SOR Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP SOR Subsidiaries and investments in short-term investment securities). (e) SOR has made available to SOR II complete and correct copies of the SOR Governing Documents. Each of SOR, the SOR Operating Partnership and BVI is in compliance with the terms of its SOR Governing Documents in all material respects. True and complete copies of SOR’s and the SOR Operating Partnership’s minute books, as applicable, have been made available by SOR to SOR II. (f) Except as set forth on Section 5.1(f) of the SOR Disclosure Letter, SOR has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the SOR Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP The Company is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except, with respect only to each Company Subsidiary that would not constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X), for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (dc) Schedule 2.1(dSection 5.1(c) of the Company Disclosure Letter sets forth a true and complete list of the MAMP SubsidiariesCompany Subsidiaries and each other corporate or non-corporate subsidiary in which the Company owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Company Subsidiary”), including a list of each Company Subsidiary or Other Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”), or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Company Subsidiary and or Other Company Subsidiary, (ii) the type of and percentage of interest heldheld (including capital account balances for any entity treated as a partnership for income tax purposes), directly or indirectly, by MAMP the Company in each MAMP Company Subsidiary and each Other Company Subsidiary, (iii) the names of and the type of and percentage of interest held (including capital account balances for any entity treated as a partnership for income tax purposes) by any Person other than the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge of the Company, each Other Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and, to the knowledge of the Company, each Other Company Subsidiary. (ed) Neither MAMP Except as set forth in Section 5.1(d) of the Company Disclosure Letter, neither the Company nor any MAMP Subsidiary Company Subsidiary, directly or indirectly indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the MAMP Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in short-term investment securitiesbank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Parent is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (b) The Operating Partnership Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement own, lease and, to the extent applicable, operate its properties and the other Transactions to which carry on its business as it is now being conducted. Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger AgreementsParent Material Adverse Effect. (c) Each MAMP Parent Subsidiary (other than Merger Sub) is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list None of the MAMP SubsidiariesParent, together with (i) the respective jurisdiction of incorporation Merger Sub or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest heldany Parent Subsidiary, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Parent Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP Terra REIT is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of Terra REIT and Merger Sub is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Terra REIT Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Terra REIT Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each Terra REIT Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Terra REIT Material Adverse Effect. (dc) Schedule 2.1(dSection 5.1(c) of the Terra REIT Disclosure Letter sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the Terra REIT Subsidiaries and their respective jurisdiction jurisdictions of incorporation or organization, as the case may be, of each MAMP Subsidiary the jurisdictions in which Terra REIT and (ii) the Terra REIT Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by MAMP Terra REIT in each MAMP Terra REIT Subsidiary, including a list of each Terra REIT Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary and each Terra REIT Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (ed) Neither MAMP Terra REIT nor any MAMP Terra REIT Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securitiesTerra REIT Subsidiaries). (e) Terra REIT is in compliance with the terms of its Terra REIT Governing Documents in all material respects. (f) Terra REIT has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the Terra REIT Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it Wisconsin. The Company is a partyregistered bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHCA"). The Operating Partnership has not conducted any business and has no assetsEach subsidiary of the Company (a "Company Subsidiary" or, liabilities collectively, "Company Subsidiaries") is a bank or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is a corporation duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction state of its incorporation or organization, as the case may be, United States of America. Each of the Company and has the Company Subsidiaries have the requisite organizational corporate power and authority and any are in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Company Approvals") necessary governmental authorization to own, lease and, to the extent applicable, and operate its their respective properties and to carry on its their respective business as it is now being conducted, including appropriate authorizations from the Federal Reserve Board, FDIC, the DFI or the Office of the Comptroller of the Currency (the "OCC") and neither the Company nor any Company Subsidiary has received any notice of proceedings relating to the revocation or modification of any Company Approvals, except in each case where the failure to be so organized, existing and in good standing or to have such power, authority, Company Approvals and revocations or modifications would not, individually or in the aggregate, have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole. (b) The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing thatthat would not, either individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse EffectEffect on the Company and the Company Subsidiaries, taken as a whole. (dc) Schedule 2.1(d) sets forth a A true and complete list of all of the MAMP Company Subsidiaries is set forth in Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996 ("Exhibit 21") previously delivered to the Seller. Except as set forth in Section 3.1(c) of the Company Disclosure Schedule, the Company and/or one or more of the Company Subsidiaries owns beneficially and of record substantially all of the outstanding shares of capital stock of each of the Company Subsidiaries. Except for the Company Subsidiaries, together with (i) set forth on said Exhibit 21, the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary Company does not directly or indirectly owns own any interest or investment (whether equity or debt) in similar interests in, or any Person (interests convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business, other than in the MAMP Subsidiaries ordinary course of business, and investments in short-term investment securities)no event in excess of 5% of the outstanding equity securities of such entity.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP The Company is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (dc) Schedule 2.1(dSection 3.1(c) of the Company Disclosure Letter sets forth a true and complete list of the MAMP Company Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by MAMP the Company in each MAMP Company Subsidiary, and (iii) the entity classification for U.S. Federal income Tax purposes of each Company Subsidiary. (ed) Neither MAMP Except as set forth in Section 3.1(d) of the Company Disclosure Letter, neither the Company nor any MAMP Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Company Subsidiaries and investments in short-term investment securities). (e) There are no current or pending dissolution, liquidation, forfeiture or revocation proceedings regarding the Company or any of the Company Subsidiaries.

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation Spanish private limited liability company (sociedad de responsabilidad limitada) duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware Spain and has the requisite organizational corporate power and authority and any all necessary governmental authorization approvals to own, lease and, to the extent applicable, and operate its properties and to carry on its business as it is now being conducted. MAMP The Company is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, leased or operated or leased by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures to be so qualified, qualified or licensed or and in good standing that, individually or in the aggregate, that would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership Other than the China JV, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other person, other than the subsidiaries of the Company set forth on Section 4.01(b) of the Company Disclosure Schedule. Each of the Company’s subsidiaries has been duly organized and is duly organized, validly existing and in good standing under the Laws of the State its jurisdiction of Delaware incorporation and has the requisite organizational corporate or other entity power and authority to own and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and assets, to carry on own its business as presently conducted and contemplated to be conducted. Each of the Company’s subsidiaries is presently qualified to do business as a foreign corporation or other entity in each jurisdiction in which it is now being conducted, except for such failures required to be so qualified, licensed qualified and is in good standing in each such jurisdiction (except where the failure to be so qualified or in good standing that, individually or in the aggregate, has not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list ). All shares or other equity securities of the MAMP SubsidiariesCompany’s subsidiaries that are issued and outstanding have been duly authorized and validly issued in compliance with applicable Laws, together with (i) the respective jurisdiction are fully paid and non-assessable, and have not been issued in violation of incorporation any purchase option, call option, right of first refusal, preemptive right, subscription right or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiaryother similar right. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware Maryland and has the requisite organizational corporate power and authority to conduct its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered to or made available to Parent, Merger Sub and Partnership Merger Sub, prior to the execution of this Agreement, true and complete copies of any necessary governmental authorization amendments to enter into this Agreement the Company Governing Documents and the other Transactions to which it is a partyCompany Operating Partnership Agreement not filed as of the date hereof with the SEC. The Company is in compliance with the terms of the Company Governing Documents in all material respects. The Company Operating Partnership has not conducted any business and has no assets, liabilities or obligations is in compliance with the terms of any nature other than as set forth the Company Operating Partnership Agreement in this Agreement and the Other Merger Agreementsall material respects. (cb) Section 3.1(b) of the Company Disclosure Letter sets forth as of the date hereof a true and complete list of the Subsidiaries of the Company (each, a “Company Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary. Each MAMP Company Significant Subsidiary (i) is duly organized, validly existing and existing, in good standing (with respect to the extent applicablejurisdictions which recognize such concept) under the Laws of the jurisdiction of its incorporation organization and is in compliance in all material respects with the terms of its constituent organizational or organizationgoverning documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be, and has the requisite organizational ) power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on conduct its business as it is now being conducted, and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing thatwould not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (c) Except for the capital stock of the Company’s Subsidiaries, the Company does not own, directly or indirectly, any other capital stock, debt securities or equity securities (including any securities convertible into shares or equity interests of) or other capital interests of any other Person. (d) Schedule 2.1(dSection 3.1(d) of the Company Disclosure Letter sets forth a true and complete list of each Company Subsidiary that is a real estate investment trust within the MAMP Subsidiariesmeaning of Sections 856 through 860 of the Code (a “REIT”), together with a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (i“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the respective jurisdiction meaning of incorporation or organization, as Section 856(l) of the case may be, of each MAMP Subsidiary and Code (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP “Taxable REIT Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities”).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational corporate power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a partyconduct its business as now being conducted. The Operating Partnership has not conducted any Company is duly qualified or licensed to do business and has no assetsis in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, liabilities leasing or obligations operation of any nature other than as set forth its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in this Agreement and good standing would not reasonably be expected to have, individually or in the Other Merger Agreementsaggregate, a Company Material Adverse Effect. The Company is in compliance in all material respects with the terms of the Company Governing Documents. (cb) Schedule 3.1 sets forth a true and complete list of the Subsidiaries of the Company (each a “Company Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary. Each MAMP Significant Subsidiary is a corporation, limited liability company or other similar entity (as the case may be) duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction its state or country of its incorporation or organization, as the case may be, organization and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on conduct its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing thatwould not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a MAMP Company Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list . Each Significant Subsidiary is in compliance in all material respects with the terms of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation its constituent organizational or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiarygoverning documents. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State Commonwealth of Delaware Pennsylvania, is duly qualified to do business as a foreign corporation and is in good standing in the jurisdictions listed on Schedule 3.1(a), which include each jurisdiction in which the character of the Company's properties or the nature of its business makes such qualification necessary, except in jurisdictions, if any, where the failure to be so qualified would not result in a Material Adverse Effect (as defined below). The Company has the all requisite organizational corporate or other power and authority and any necessary governmental authorization to own, use or lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted and as it is now proposed to be conducted. MAMP is duly qualified or licensed The Company has made available to do businessParent and Purchaser a complete and correct copy of its articles of incorporation and bylaws, each as amended to date, and the Company's articles of incorporation and bylaws as so delivered are in full force and effect. The Company is not in good standing (with default in any respect to jurisdictions that recognize such concept)in the performance, in each jurisdiction where the character observation or fulfillment of the properties owned, operated or leased by it or the nature any provision of its business makes such qualification, licensing articles of incorporation or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effectbylaws. (b) The Operating Partnership Schedule 3.1(b) lists the name and jurisdiction of organization of each Subsidiary of the Company and the jurisdictions in which each such Subsidiary is qualified or holds licenses to do business as a foreign corporation as of the date hereof. Each of the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation, is duly qualified to do business as a foreign corporation and is in good standing in the jurisdictions listed on Schedule 3.1(b), which include each jurisdiction in which the character of the State Company's properties or the nature of Delaware and its business makes such qualification necessary, except in jurisdictions, if any, where the failure to be so qualified would not result in a Material Adverse Effect. Each of the Company's Subsidiaries has the requisite organizational corporate or other power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, use or lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted and as it is now proposed to be conducted. Each of such Subsidiaries is operating in accordance with all applicable laws and regulations of its jurisdiction of incorporation, except for such failures where the failure so to be so qualified, licensed or in good standing that, individually or in the aggregate, operate would not reasonably be expected to have result in a MAMP Material Adverse Effect. The Company has made available to Parent and Purchaser a complete and correct copy of the articles of incorporation and bylaws (or similar charter documents) of each of the Company's Subsidiaries, each as amended to date, and the articles of incorporation and bylaws (or similar charter documents) as so delivered are in full force and effect. No Subsidiary of the Company is in default in any respect in the performance, observation or fulfillment of any provision of its articles of incorporation or bylaws (or similar charter documents). (dc) Schedule 2.1(d) sets forth a true and complete list For purposes of the MAMP Subsidiariesthis Agreement, together with (i) a "Material Adverse Effect" shall mean any event, circumstance, condition, development or occurrence causing, resulting in or having a material adverse effect on the respective jurisdiction financial condition, business, assets, properties, prospects or results of incorporation or organizationoperations of the Company and its Subsidiaries taken as a whole; PROVIDED, as that such term shall not include effects resulting from market conditions generally in the case may be, delivery of each MAMP Subsidiary and perfusion services; (ii) "subsidiary" shall mean, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (x) at least a majority of the type securities or other interests having by their terms voting power to elect a majority of and percentage the Board of interest held, directly Directors or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary others performing similar functions with respect to such corporation or other organization is directly or indirectly owns owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries, or (y) such party or any other subsidiary of such party is a general partner (excluding such partnerships where such party or any Subsidiary of such party do not have a majority of the voting interest or investment in such partnership); and (whether equity or debtiii) in "Subsidiary" shall mean any Person (other than in subsidiary of the MAMP Subsidiaries and investments in short-term investment securities)Company, including without limitation POL.

Organization and Qualification; Subsidiaries. (a) MAMP Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and Florida, has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP Merger Sub is a limited liability company, validly existing and in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Parent is duly qualified or licensed to do businessbusiness as a foreign real estate investment trust, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (b) Each Parent Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, validly existing or in good standing (to the extent applicable), or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business as a foreign corporation, company or partnership, as applicable, and is in good standing (with respect to jurisdictions that recognize such conceptthe extent applicable), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that(to the extent applicable) that would not, individually or in the aggregate, would not reasonably be expected to have a MAMP Parent Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) MAMP The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP The Company is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except, with respect only to each Company Subsidiary that would not constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X), for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a MAMP Company Material Adverse Effect. (dc) Schedule 2.1(dSection 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the MAMP Company Subsidiaries, including a list of each Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”), or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and Company Subsidiary, (ii) the type of and percentage of interest heldheld (including capital account balances for any entity treated as a partnership for income tax purposes), directly or indirectly, by MAMP the Company in each MAMP Company Subsidiary, (iii) the names of and the type of and percentage of interest held (including capital account balances for any entity treated as a partnership for income tax purposes) by any Person other than the Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary. (ed) Neither MAMP Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any MAMP Subsidiary Company Subsidiary, directly or indirectly indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the MAMP Subsidiaries Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in short-term investment securitiesbank time deposits and money market accounts).