Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the State jurisdiction of Maryland 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 would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below). The Company and each subsidiary set forth in Section 3.1 of the Company Disclosure Schedule (each, a “Material 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 or leased by it 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 would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company “Material Adverse Effect. (c) Section 4.1(c) ”“ means any change, circumstance, effect, event or occurrence that would be materially adverse to the assets, liabilities, business, financial condition or results of operations of the Company Disclosure Letter sets forth and its subsidiaries taken as a true and complete list of whole, other than any change or effect resulting from (i) changes in general economic conditions, (ii) general changes or developments in the Company Subsidiaries and each other corporate or non-corporate subsidiary industries 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiaryits subsidiaries operate, (iii) the names announcement of this Agreement and the type of and percentage of votingtransactions contemplated hereby, equityincluding any termination of, profitsreduction in or similar negative impact on relationships, capital and other beneficialcontractual or otherwise, as well as with any debt (whether as a creditor customers, suppliers, distributors, partners 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary employees of the Company and investments its subsidiaries to the extent due to the announcement and performance of this Agreement or the identity of the parties to this Agreement, or the performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein, (iv) any actions required under this Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the consummation of the Merger or (v) changes in bank time deposits any tax laws or regulations or applicable accounting regulations or principles, unless, in the case of the foregoing clauses (i) and money market accounts(ii), such changes referred to therein have a disproportionate effect on the Company and its subsidiaries taken as a whole relative to other participants in the industries in which the Company and its subsidiaries operate.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each Subsidiary of the Company is a corporation corporation, limited liability company, general partnership, or limited partnership duly organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Maryland its organization 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 where the failure to be so organized, validly existing and in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Each of the Company and each Subsidiary of 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 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, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 The term “Company Subsidiary Material Adverse Effect” means (i) any event, circumstance, state of facts, change or effect that is duly qualified or licensed materially adverse to do the business, financial condition or results of operations of the Company and is its Subsidiaries, taken as a whole, or (ii) any event, circumstance, state of facts, change or effect that would prevent or materially delay the consummation of the Merger or otherwise prevent the Company from performing its obligations under this Agreement; provided, however, that in good standingno event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or would reasonably be expected to be, a Company Material Adverse Effect (except, in each jurisdiction where the character case of clauses (A)(1), (A)(2) or (A)(4) below, to the extent any of the properties owned, operated matters referred to therein has had 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 disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, as compared to other for-profit and comparable or similar companies operating in the industries in which the Company and its Subsidiaries operate, after taking into account the size of the Company relative to such other for-profit companies): (A) any event, circumstance, state of facts, change or effect resulting from or relating to (1) a change in general economic, political or financial market conditions, including interest or exchange rates, (2) a change generally affecting the industries in which the Company and its Subsidiaries operate (including seasonal fluctuations) or general economic conditions that generally affect the industries in which the Company and its Subsidiaries conduct their business, (3) any change in accounting requirements or principles required by GAAP (or any interpretations thereof) or required by any change in applicable Laws (or any interpretations thereof), (4) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any Law after the date hereof, (5) any Action, investigation, review or examination undertaken by a Governmental Authority, or any sanction, fine, operating restriction or other similar penalty arising as a result thereof, with respect to any Company Health Care Business or Company Health Care Facility (a “Regulatory Condition”), that is currently pending or arises after the date of this Agreement, in each case to the extent such Regulatory Condition is consistent in nature, scope and impact on the Company and its Subsidiaries, taken as a whole, with Regulatory Conditions arising and fully resolved from time to time in the conduct of the business of the Company and its Subsidiaries on or before December 31, 2009, (6) any acts of terrorism or war or any weather related event, fire or natural disaster or any escalation thereof, (7) the announcement of the execution of this Agreement or the pendency or consummation of the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”), including any Actions, challenges or investigations to the extent relating to this Agreement or the Transactions made or brought by any of the current or former stockholders of the Company (on their own behalf or on behalf of the Company), (8) the identity of Parent or any of its affiliates as the acquiror of the Company or any facts or circumstances concerning Parent or any of its affiliates, or (9) compliance with the terms of, the taking of any action required or the failure to take any action prohibited by, this Agreement or the taking of any action consented to or requested by Parent or (B) any failure, in and of itself, to meet internal or published projections, forecasts, performance measures, operating statistics or revenue or earnings predictions for any period or a decline in the price or trading volume of the Company Common Stock (provided that, except as otherwise provided in this definition, the underlying causes of such failure or decline may be taken into account in determining whether there is a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Maryland 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. 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, standing (with respect to jurisdictions 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, have has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each The Company Subsidiary is duly organized, validly existing 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 jurisdiction 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 its the Company (the “Company Bylaws”) not filed prior to the date hereof with the SEC and (iii) the certificates of incorporation and bylaws, or organizationequivalent organizational or governing documents, of each Significant Company Subsidiary, each as currently in effect. The copies of the Company Charter and Company Bylaws, as most recently filed with the case may beSEC, 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 standingare, in each jurisdiction where the character of the properties ownedcase, 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 true and would not reasonably be expected to have a Company Material Adverse Effectcorrect. (c) Section 4.1(c3.1(c) of the Company Disclosure Letter Schedule sets forth a true and complete list of the Company 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”)Subsidiaries, together with (i) the jurisdiction of incorporation organization or organizationincorporation, as the case may be, of each Company Subsidiary and each Other Subsidiary. The Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes)does not, directly or indirectly, by the Company own Equity Interests in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company SubsidiarySubsidiaries. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company Willtek and each of the Willtek Subsidiaries is a corporation corporation, limited company, limited partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of the State of 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. The Company is duly qualified or licensed to do business, and is in good standing, (in each jurisdiction instance 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 Company Material Adverse Effect. (bconcepts are legally applicable) Each Company Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation organization or organizationorigin and has the requisite corporate, limited company, partnership, limited liability company or other 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 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)any Willtek Subsidiary, for such failures where the failure to be so organized, in good standing would not, or have certain power and authority thatwould not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Seller Material Adverse Effect. Each Company Subsidiary Willtek and each of the Willtek Subsidiaries is duly qualified or licensed as a foreign corporation to do business, business and is in good standing, standing (in each instance where such concepts are legally applicable) 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 necessarynecessary as set forth on Schedule 3.1, except for such failures where the failure to be so qualified, qualified or licensed or and in good standing thatwould not, or would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Seller Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true . A true, accurate and complete list of the Company 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)(2i) all of the Code (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”)Willtek Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, organization of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge of the Company, each Other Company such Willtek Subsidiary, and (ivii) exclusive of the classification for U.S. federal income tax purposes Willtek Subsidiaries, each sales office of each Company Subsidiary and each Other Company Subsidiary. (d) Except as Willtek, together with its location, is set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)Schedule 3.1.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept 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, 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 except where any such failures failure to be so organized, existing or in good standing or to have certain such power and authority thator authority, individually or in the aggregate, have (x) has not had had, and would not reasonably be expected to have have, a Company Material Adverse EffectEffect (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. Each The Company Subsidiary and each of its subsidiaries is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize 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, have (x) has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect. Effect and (cy) Section 4.1(c) would not reasonably be expected to prevent, materially delay or materially impede the ability of the Company Disclosure Letter sets forth a true and complete list to consummate the Merger or the other transactions contemplated by this Agreement. "Company Material Adverse Effect" 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 Company Subsidiaries and each its subsidiaries taken as a whole, other corporate than any change, event 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 effect resulting from (i) changes in general economic conditions (except to the jurisdiction of incorporation extent that those changes, events or organization, as effects have a materially disproportionate effect on the case may be, of each Company Subsidiary and each Other Company Subsidiaryits subsidiaries relative to other participants in the advertising industry), (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 votingthis Agreement or the identity of the parties to this Agreement, equityor the performance of this Agreement and the transactions contemplated hereby, 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), directly or indirectly, by compliance with the Company in and to each Company Subsidiary and each Other Company Subsidiarycovenants contained herein, (iii) changes in general conditions in the names of advertising industry (except 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 type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor or borroweradvertising industry), interest held (including capital account balances for iv) changes in any entity treated as tax laws or regulations or applicable accounting regulations or principles (except to the extent that those changes, events or effects have a partnership for U.S. federal income tax purposesmaterially disproportionate effect on the Company and its subsidiaries relative to other participants in the 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 any Person other than the Company or a Company Subsidiary in each Company Subsidiary and, such client prior to the knowledge date of this Agreement; provided that the Company, each Other Company Subsidiary, exception set forth in clause (ii) shall not apply with respect to the representations and (iv) warranties set forth in Sections 3.4 and 3.5 or the classification for U.S. federal income tax purposes absence of each Company Subsidiary and each Other Company Subsidiary. (d) Except as conflict or similar representations set forth in Section 4.1(d3.10(j) of or with respect to any failure by the Company Disclosure Letter, neither or any of its subsidiaries to take any action prohibited by Section 5.1 for which the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary consent of the Company and investments in bank time deposits and money market accountsParent is properly withheld).

Organization and Qualification; Subsidiaries. (a) The Company Each of the Company, Diblo and their respective Subsidiaries is a corporation or other legal entity duly organizedorganized or formed, and validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing under the Laws of the its jurisdiction of its incorporation organization 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 conductedformation, except, with respect only to each Company in the case of any Subsidiary that would not constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X)the Company, for such failures any failure to be so organized, in good standing duly organized or have certain power and authority that, individually formed or in the aggregate, have validly existing that has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company Subsidiary and its Subsidiaries has the requisite corporate, partnership or limited liability company power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power, authority and governmental approvals (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially delay consummation of the transactions contemplated hereby. Each of the Company and its Subsidiaries is duly qualified or licensed as a foreign corporation or other legal entity to do business, and is in good standingstanding (to the extent applicable), in each jurisdiction where in which 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 in good standing that, individually or in the aggregate, have as (i) has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Effect and (cii) would not reasonably be expected to prevent or materially delay consummation of the transactions contemplated hereby. Set forth on Section 4.1(c) 3.01 of the Company Disclosure Letter sets forth Schedule is a true true, correct and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 material equity interests held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in the Joint Ventures, in which interests the Company holds valid title, free and to each Company Subsidiary and each Other Company Subsidiaryclear of Liens, (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 any Liens created or arising under this Agreement or under the Company or a Company Subsidiary in each Company Subsidiary and, agreements pursuant to which the knowledge of the Company, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company SubsidiaryJoint Ventures were created. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. The Parent Disclosure Schedule sets forth the jurisdiction of incorporation of Parent and each subsidiary of Parent (a) The Company the "Parent Subsidiaries"). Each of Parent and the Parent Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland such jurisdiction 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 where the failure to obtain such governmental approvals has not had, and could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (as defined below). The Company Each of Parent and the Parent Subsidiaries is duly qualified or licensed as a foreign corporation or organization to do business, and is in good 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 have not had, and could not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Parent Material Adverse Effect. Each Company Subsidiary is duly qualified Other than the Parent Subsidiaries, there are no corporations, partnerships, joint ventures, associations 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company Subsidiaries and each other corporate or non-corporate subsidiary similar entities in which the Company owns Parent owns, of record or beneficially, any direct or indirect voting, capital, profits equity or other beneficial similar interest or any right (“Other Company Subsidiary”contingent or otherwise) to acquire the same. The term "Parent Material Adverse Effect" means any changes in or effects on the business of Parent that is materially adverse to the business, condition (financial or otherwise), including a list of each Company Subsidiary assets (tangible 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”intangible), together liabilities (including contingent liabilities), or results of operations or prospects of Parent, except for any such changes or effects principally resulting from or principally arising in connection with (i) any changes affecting the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiarywireless telecommunications equipment industry that do not have a disproportionate impact on Parent, (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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company changes in and to each Company Subsidiary and each Other Company Subsidiarygeneral economic conditions that do not disproportionately impact Parent, (iii) in and of itself, any change in 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 the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge trading price of the Company, each Other Company Subsidiary, and Parent Common Stock or (iv) the classification for U.S. federal income tax purposes taking of each Company Subsidiary and each Other Company Subsidiaryany action expressly required by the terms of this Agreement. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Each of the Company and its subsidiaries is a corporation corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland and its incorporation or organization, has the all requisite organizational corporate, limited partnership or limited liability company 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. The Company conducted and is duly qualified or licensed and in good standing to do business, and is in good standing, business in each jurisdiction where in which the character nature of the properties owned, operated or leased business conducted by it or the nature ownership or leasing of its business properties makes such qualification, licensing or good standing qualification necessary, except for such failures other than where the failure 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing qualified 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 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 The term "Company Subsidiary is duly qualified Material Adverse Effect" as used in this Agreement shall mean any change 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 effect that, individually or when taken together with all other such changes or effects, would be materially adverse to the business, operations, assets, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole; provided, that none of the following shall be deemed in and of themselves to constitute, and none of the aggregatefollowing shall be taken into account in determining whether there has been, have not had and would not reasonably be expected to have a Company Material Adverse Effect. : (ci) Section 4.1(c) any change in the market price or trading volume of the capital stock of the Company Disclosure Letter sets forth a true and complete list of after the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiarydate hereof, (ii) the type suspension of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor trading in securities generally on the New York Stock Exchange or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly the American Stock Exchange or indirectly, by the Company in and to each Company Subsidiary and each Other Company SubsidiaryNASDAQ National Market, (iii) the names of and the type of and percentage of votingany adverse change, equityevent, profits, capital and other beneficial, as well as development or offset arising from or relating to (A) general business or economic conditions or (B) general business or economic conditions relating to 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 industries in which the Company or a Company Subsidiary any of its subsidiaries participates, in each Company Subsidiary and, case which is not specific to the knowledge of the Company, each Other Company Subsidiaryand its subsidiaries, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letterany adverse change, neither the Company nor any Company Subsidiaryevent, directly development or indirectly, owns any interest effect arising from or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans relating to any Taxable REIT Subsidiary of the Company and investments change in bank time deposits and money market accounts)U.S. generally accepted accounting principles.

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (athe "Company Subsidiaries") The Company is a corporation has been duly organized, and is validly existing and in good standing under the laws of the State jurisdiction of Maryland 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 where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Company Material Adverse Effect (defined below). The 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 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, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 businessFor purposes of this Agreement, 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 "Company Material Adverse Effect. (c) Section 4.1(c) " means any change in or effect on the business of the Company Disclosure Letter sets forth a true and complete list the Company Subsidiaries that is, or is reasonably likely to be, materially adverse to the business, financial condition or results of operations of the Company Subsidiaries and each other corporate or non-corporate subsidiary in which the Company owns Subsidiaries taken as a whole, other than any direct change, effect, event or indirect voting, capital, profits occurrence to the extent arising from 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 relating to (i) the jurisdiction of incorporation United States or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiaryglobal economy or securities markets in general, (ii) actions taken pursuant to the type obligations of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor the parties expressly set forth in this Agreement or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of agricultural equipment and construction equipment manufacturing industries in general; provided, however, that the Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans taken as whole, are not materially disproportionately affected, as compared to any Taxable REIT Subsidiary of the Company and investments other persons engaging in bank time deposits and money market accounts)such respective industries, by such charge, effect, event or occurrence.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section 4.1(c5.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each or Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. United States federal income tax purposes of each Company Subsidiary and and, to the knowledge of the Company, each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d5.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (aeach, a "Subsidiary" and collectively, the "Subsidiaries") The Company is a corporation duly organizedincorporated, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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, 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 except where the failure to be so organizedincorporated, validly existing or in good standing or to have certain such power and or authority thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect (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 standingstanding (with respect to jurisdictions which recognize such concept), 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, 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 had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) : any change, effect, event or occurrence relating to or resulting from the execution of this Agreement or the consummation of the Company Disclosure Letter sets forth a true and complete list transactions contemplated hereby or the announcement thereof except as expressly provided for otherwise in this Agreement, any diminution in the amount of the Company Subsidiaries and each other corporate insurance or reinsurance business written (whether resulting from non-corporate subsidiary in which renewal by the Company owns any direct other party or indirect voting, capital, profits or other beneficial interest (“Other Company Subsidiary”otherwise), including a list any termination or amendment of each Company Subsidiary existing insurance 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company reinsurance programs written by any Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor adverse development in claims reserves or borrower), interest held (including capital account balances in reserves for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).unrecoverable

Organization and Qualification; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation duly organized, organized and validly existing corporation or other entity in good standing (with respect to jurisdictions which recognize that 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 under the laws as a foreign corporation or entity authorized to do business in each of the State of 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. The Company is duly qualified or licensed to do business, and is jurisdictions in good standing, in each jurisdiction where 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, have not had a Material Adverse Effect and would not reasonably be expected prevent or materially impair the ability of the Company to have a Company perform its obligations under this Agreement or materially delay the transactions contemplated by this Agreement. “Material Adverse Effect. (b) Each Company Subsidiary 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 jurisdiction Company and its Subsidiaries, taken as a whole; provided, however, that, (1) any changes, effects, events or occurrences shall not be deemed to constitute a Material Adverse Effect to the extent arising out of, relating to or resulting from (i) 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 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 Subsidiaries, taken as a whole, compared with other companies operating in the magnet wire, communications cable, enamel and related distribution businesses); or (2) a decline in the trading price of the Shares or any failure to carry on its business as it is now being conductedmeet internal or published projections, except, with respect only forecasts or revenue or earning predictions for any period or periods shall not be deemed to each Company Subsidiary that would not constitute a “significant subsidiary” Material Adverse Effect (as defined in Rule 1-02 of Regulation S-X)but this clause (2) shall not prevent or otherwise affect a determination that any fact, for circumstance, event, change or development underlying or contributing to such failures to be so organizeddecline or failure has resulted in, in good standing or have certain power and authority thatcontributed to, 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. Each of the Company and its "Significant Subsidiaries" (aas such term is defined in Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC")) The Company is a corporation or other entity duly incorporated or organized, validly existing and and, as applicable, in good standing under the laws of the State jurisdiction of Maryland its incorporation or organization and has the requisite organizational corporate or other 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. The Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). Each of the Company and its subsidiaries is, as applicable, 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 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, duly qualified or licensed or and in good standing thatthat would not, either individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 When used in this Article 3 or elsewhere in this Agreement in connection with the 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 any of its business makes such qualificationsubsidiaries, 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 Company term "Material Adverse Effect. (c) Section 4.1(c) " means any change, event or effect that is materially adverse to the business, financial condition or results of operations of the Company Disclosure Letter sets forth and its subsidiaries taken as a true and complete list whole, excluding (i) any changes or effects resulting from any matter, which matter was expressly approved by the Board of Directors of the Company Subsidiaries and each other corporate or non-corporate subsidiary in which following the date hereof unless, with respect to such matter, both directors of the Company owns any direct who are also executive officers of Parent either voted against or indirect votingabstained from voting (such matter and related contemplated transactions, 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)(2an "Approved Matter") 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) changes in general economic conditions in the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether economy as a creditor or borrower), interest held (including capital account balances for any entity treated whole. Other than wholly owned subsidiaries and except as a partnership for U.S. federal income tax purposes), directly or indirectly, by disclosed in the Company in and to each Company Subsidiary and each Other Company 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 SEC Reports 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) 3.1 of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, does not directly or indirectlyindirectly own any equity or similar interest in, owns or any interest convertible or investment (whether exchangeable or exercisable for any equity or debt) similar interest in, any corporation, partnership, limited liability company, joint venture or other business, association or entity. As used in this Agreement, "subsidiary" with respect to any Person (other than person shall mean any entity which such person has the ability to control the voting power thereof, either through ownership of equity interests in the Company Subsidiaries or Other Company Subsidiariesotherwise, loans to any Taxable REIT Subsidiary of provided that under no circumstances shall the Company and investments in bank time deposits and money market accounts)its subsidiaries be deemed to be subsidiaries of Parent.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland Delaware Law and has the requisite organizational power and authority and any necessary governmental authorization to own, lease andlease, 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 or licensed to do business, business and is in good standing, standing 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 or leasing of its properties makes such qualification, qualification or licensing or good standing necessary, except for other than in such failures jurisdictions where the failure to be so qualified, qualified or licensed or in good standing that, (individually or in the aggregate, have not had and ) would not reasonably be expected to have a Company Material Adverse Effect on the Company. As used in this Agreement, “Material Adverse Effect. (b) Each Company Subsidiary is duly 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 and to carry on its business as it is now being conducted, except” means, with respect only to each the Company Subsidiary that would not constitute a or Parent, as applicable (the Company or Parent, as applicable, being referred to in this sentence as “significant subsidiary” (as defined in Rule 1-02 of Regulation S-Xsuch Person”), for such failures any change, effect, event, occurrence or state of facts (an “Effect”) (or any development that has had or is reasonably likely to be so organized, in good standing or have certain power and authority any Effect) that, individually (A) is materially adverse to the business, financial condition or results of operations of such Person and its Subsidiaries, taken as a whole, or (B) which would prevent or materially delay the consummation of the Transactions; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the aggregate, have not had and would not reasonably following shall be expected to have taken into account in determining whether there has been 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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) a change in the jurisdiction market price or trading volume of incorporation the capital stock of such Person after the date hereof, provided, however, that this clause (i) shall not exclude any underlying Effect which may have caused such change in stock price or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, trading volume; (ii) disruption in financial, credit, banking or securities markets (including any disruption thereof and any decline in the type price of any security or market index) or any interest rate or exchange rate changes, generally which does not disproportionately affect such Person and percentage of votingits Subsidiaries, equity, profits, capital and other beneficial, as well as any debt (whether taken 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), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, whole; (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 Effect arising from 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 the Company or a Company Subsidiary in each Company Subsidiary and, relating to the knowledge of the Company, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).general

Organization and Qualification; Subsidiaries. (a) The Company Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the State of 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 conduct its business as now being conducted. (b) 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 Property Owner is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or formation and has the requisite limited liability company or 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 assets 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), except for such those failures to be so duly organized, validly existing and in good standing or to have certain such power and authority thatas 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 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 thathave, 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 had, and would not reasonably be expected to have have, a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company was formed on June 23, 1997. Set forth in Schedule 3(a) is a corporation true and correct list of the Company’s Subsidiaries and the jurisdiction in which each is organized or incorporated, together with the authorized and outstanding Capital Stock or other equity interests of each such entity. Other than with respect to the entities listed on Schedule 3(a), the Company does not directly own any security, equity interest or beneficial ownership interest in any other Person (including through joint venture or partnership agreements) or have any interest in any other Person. Each of the Company and its Subsidiaries is a corporation, limited liability company, partnership or other entity and is duly organized, organized or formed and validly existing and in good standing under the laws of the State of Maryland jurisdiction in which it is incorporated or organized and has the requisite corporate, partnership, limited liability company or other organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate own its properties and to carry on its business as it is now being conductedconducted and as proposed to be conducted by the Company and its Subsidiaries. The Each of the Company and its Subsidiaries is duly qualified or licensed to do business, business and is in good standing, standing in each every jurisdiction where the character in which its ownership of the properties owned, operated or leased by it property or the nature of the business conducted or proposed to be conducted by the Company and its business makes Subsidiaries will make such qualification, licensing or good standing qualification necessary, except for such failures to the extent that the failure to be so qualified, licensed qualified or be in good standing thatcould not have and could not be, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) Schedule 3(a), the Company holds all right, title and interest in and to 100% of the Company Disclosure LetterCapital Stock, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) similar interests of each of its Subsidiaries, in each case, free and clear of any Liens (as defined below), including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of free and clear ownership by a current holder, and no such Subsidiary owns capital stock or holds an equity or similar interest in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)Person.

Organization and Qualification; Subsidiaries. (a) The Company Each of the Parent, Merger Sub, and each other subsidiary of the Parent (collectively, the "PARENT SUBSIDIARIES") has been duly organized and is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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, and 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 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 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, have not had resulted and would could not reasonably be expected to have result in a Company Material Adverse Effect. 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 condition (c) Section 4.1(cfinancial or otherwise) of the Company Disclosure Letter sets forth Parent or any Parent Subsidiaries that is or could reasonably be expected to be materially adverse to the Parent and the Parent Subsidiaries, taken as a true and complete list whole, or that could reasonably be expected to materially impair the ability of the Company Subsidiaries and each other corporate Parent or non-corporate subsidiary Merger Sub to perform its obligations under this Agreement or the Option Agreement or to consummate transactions contemplated hereby or thereby, except for any change or effect (i) relating to the economy in general or (ii) relating to the industries 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of Parent 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company SubsidiaryParent Subsidiaries operate. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Each of the Company and its wholly-owned subsidiary, Cover-All Systems, Inc., a Delaware corporation (the “Subsidiary”), is a corporation duly organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Maryland 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. The Each of the Company and the Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the 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 or leased by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing thatthat would not, either individually or in the aggregate, have not had and would not or reasonably be expected to have a Company Material Adverse Effect. (b) Each The Company Subsidiary is duly 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 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, no subsidiaries 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge of the Company, each Other Company Subsidiary, and (iv) owns no debt, equity or other similar interest in any other Person except for the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither . Neither the Company nor the Subsidiary has agreed, is obligated to make, or is bound by, any written, oral or other agreement, contract, sub-contract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sub-license, insurance policy, benefit plan, commitment, or undertaking of any nature, under which it may become obligated to make, any future investment in or capital contribution to any other Person. Neither the Company Subsidiary, nor the Subsidiary directly or indirectly, 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 other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)Person.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Maryland 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. The Company is duly qualified or licensed as a foreign legal entity to do business, and is in good standing 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 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 reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (b) 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 in the jurisdiction of its incorporation or organization (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, 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 where the failure to be so qualified or in good standing would 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 or leased by it or the nature of its business makes such qualification, qualification or licensing or necessary (to the extent a concept of “good standing necessarystanding” is applicable in such jurisdiction), 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, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither Neither the Company nor any Company Subsidiary, directly or indirectly, owns any equity interest or investment (whether equity or debt) in any Person (other than equity interests the Company Subsidiaries. (c) 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 provisions of the Company Articles or the Company Bylaws. None of the Company Subsidiaries or Other Company Subsidiaries, loans to is in violation of any Taxable REIT Subsidiary of the provisions of its articles of incorporation and bylaws (or equivalent organizational documents), in each case, except for violations that would not reasonably be expected, individually or in the aggregate, to have a Company and investments in bank time deposits and money market accounts)Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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”)Subsidiaries, 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. United States federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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”)Subsidiaries, 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes)held, directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. United States federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the 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. The Each of the Company and Company LP 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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”)Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes)held, directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. United States federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) None of the Company, Company Disclosure Letter, neither the Company nor LP or any Company Subsidiary, Subsidiary directly or indirectly, indirectly owns any interest in or of, or investment (in, whether equity or debt) in , any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary and investments in short-term investment securities set forth on Section 4.1(d) of the Company and investments in bank time deposits and money market accountsDisclosure 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) The Each of the Company and each subsidiary of the Company (each a "Subsidiary") is a corporation corporation, limited liability company, limited partnership or limited liability partnership duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland its organization 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. The Each of the Company and 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 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 in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 The term "Company Subsidiary is duly qualified Material Adverse Effect" means any event, circumstance, development, change 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 effect that, individually or in the aggregateaggregate with all other events, have not had circumstances, developments, changes and effects, is materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole or would not reasonably be expected to have prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby (collectively, the "Transactions") or prevent or materially impair or delay the ability of the Company to perform its obligations hereunder; provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, or will be, a Company Material Adverse Effect. : any event, circumstance, change or effect resulting from or relating to (ci) Section 4.1(ca change in general economic or financial market conditions, (ii) a change in industry conditions, (iii) seasonal fluctuations in the business of the Company Disclosure Letter sets forth and the Subsidiaries, (iv) any acts of terrorism or war (except to the extent such event, circumstance, change or effect has had a true and complete list of disproportionate effect on the Company and the Subsidiaries and each as compared to other corporate or non-corporate subsidiary persons in the industry in which the Company owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Company Subsidiary”and the Subsidiaries conduct their business), including a list of each Company Subsidiary or Other Company Subsidiary that is a “qualified REIT subsidiary” within (v) the meaning of Section 856(i)(2) announcement of the Code (“Qualified REIT Subsidiary”) execution of this Agreement or a “taxable REIT subsidiary” within the meaning of Section 856(l) pendency or consummation of the Code Transactions, or (“Taxable REIT Subsidiary”)vi) compliance with the terms of, together or the taking of any action required by, this Agreement; provided further that the exceptions set forth in clauses (v) and (vi) will not apply with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary and, respect to the knowledge of the Company, each Other Company Subsidiary, representations and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as warranties set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)3.05.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each subsidiary of the Company (each, a "SUBSIDIARY") is a corporation corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland its organization and has the requisite organizational corporate, limited liability company or limited partnership power and authority authority, as the case may be, and any all necessary governmental authorization approvals to own, lease andlease, to the extent applicablefranchise, manage and operate its properties and to carry on its business as it is now being conducted. The Each of the Company and 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, franchised, managed 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 in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 The term "COMPANY MATERIAL ADVERSE EFFECT" means any event, circumstance, development, change 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 effect that, individually or in the aggregateaggregate with all other events, have not had circumstances, developments, changes and effects, is materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole or would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) prevent or materially delay the consummation of any of the Transactions or prevent or materially impair or delay the ability of the Company Disclosure Letter sets forth to perform its obligations hereunder; PROVIDED, HOWEVER, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, or will be, a true and complete list "COMPANY MATERIAL ADVERSE EFFECT": any event, circumstance, change or effect resulting from or relating to (i) a change in general economic or financial market conditions, (ii) a change in industry conditions, (iii) seasonal fluctuations in the business of the Company and the Subsidiaries, (iv) any acts of terrorism or war (except to the extent such event, circumstance, change or effect has had a disproportionate effect on the Company and the Subsidiaries and each as compared to other corporate or non-corporate subsidiary persons in the industry in which the Company owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Company Subsidiary”and the Subsidiaries conducts their business), including a list of each Company Subsidiary or Other Company Subsidiary that is a “qualified REIT subsidiary” within (v) the meaning of Section 856(i)(2) announcement of the Code (“Qualified REIT Subsidiary”) execution of this Agreement or a “taxable REIT subsidiary” within the meaning of Section 856(l) pendency or consummation of the Code Transactions, or (“Taxable REIT Subsidiary”)vi) compliance with the terms of, together or the taking of any action required by, this Agreement; and PROVIDED, FURTHER, that with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary and, respect to the knowledge of the Company, each Other Company Subsidiary, representations and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as warranties set forth in Section 4.1(d3.05, the exceptions set forth in clauses (v) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment and (whether equity or debtvi) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)will not apply.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland 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 power to vote or direct the voting of sufficient securities to 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 corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of the 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. The Company , and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where in which the character nature of its business or the properties owned, operated or leased by it or the nature of its business 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 thatstanding, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing under Effect on 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 Company. The term "Material Adverse Effect. Each Company Subsidiary is duly qualified Effect on the Company," as used in this Agreement, means any development, condition or licensed to do circumstance having an effect on the assets, business, and is in good standingoperations, 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 Company Material Adverse Effect. (c) Section 4.1(c) financial condition of the Company Disclosure Letter sets forth a true and complete list or any of the Company its 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and materially adverse to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)its Subsidiaries taken as a whole other than any development, condition or circumstance resulting from general economic conditions or relating generally to the coal or electric power industries.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each subsidiary of the Company (collectively, the "COMPANY SUBSIDIARIES") has been duly organized and is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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, and 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 of the Company and 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 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, have not had resulted and would could not reasonably be expected to have result in a Company Material Adverse Effect. Effect on the Company. For purposes of this Agreement, "MATERIAL ADVERSE EFFECT ON THE COMPANY" means any change in or effect on the business, assets, properties, results of operations, or condition (c) Section 4.1(cfinancial or otherwise) of the Company Disclosure Letter sets forth or any Company Subsidiaries that is or could reasonably be expected to be materially adverse to the Company and the Company Subsidiaries, taken as a true and complete list whole, or that could reasonably be expected to materially impair the ability of the Company Subsidiaries to perform its obligations under this Agreement or the Option Agreement or consummate the Merger and each the other corporate transactions contemplated hereby or non-corporate subsidiary thereby, except for any change or effect (i) relating to the economy in general or (ii) relating to the industries 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)operate.

Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the State jurisdiction of Maryland 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 would not, individually or in the aggregate, reasonably be expected to have a 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 or leased by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for other than in such failures jurisdictions where any such failure to be so qualified, qualified or licensed or in good standing thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company “Material Adverse Effect. ” means any change, effect, event, circumstance, occurrence or state of facts that is materially adverse to (ca) Section 4.1(c) the business, financial condition, results of operations, assets or liabilities of the Company Disclosure Letter sets forth and its subsidiaries taken as a true and complete list whole or (b) the Company’s ability to consummate the Merger; provided, however, that, in the case of the Company Subsidiaries 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 each other corporate none of them shall be taken into account in determining whether there has been or non-corporate subsidiary could or would be, a Material Adverse Effect: (i) economic, financial market, or geopolitical conditions in general, (ii) general changes or developments in the industries in which the Company owns any direct and its subsidiaries operate, (iii) the announcement of this Agreement and the transactions contemplated hereby, (iv) changes in Tax laws or indirect votingregulations or applicable accounting regulations or principles or interpretations thereof, capital, profits (v) changes in the market price or other beneficial interest trading volume of the Company Common Stock (“Other Company Subsidiary”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), 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 (ivi) the jurisdiction failure, in and of incorporation itself, by the Company to meet any expected or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficialprojected financial or operating performance target, 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), directly or indirectly, change by the Company in any expected or projected financial or operating performance target (but the reasons or causes of such failures or changes may constitute a Material Adverse Effect and to each Company Subsidiary and each Other Company Subsidiarymay be taken into account in determining whether there has been or could or would be a Material Adverse Effect), (iiivii) the names acts of and the type of and percentage of votingGod, equitynational or international hostilities, profits, capital and other beneficial, as well as any debt war (whether as a creditor or borrower)not declared) or terrorism, interest held or (including capital account balances for viii) any entity treated as a partnership for U.S. federal income tax purposes) litigation brought or threatened by any Person other than the stockholders of the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge any of its non-wholly-owned subsidiaries (whether on behalf of the CompanyCompany or such subsidiaries or otherwise) arising out of or in connection with the existence, each Other Company Subsidiaryannouncement or performance of this Agreement or the transactions contemplated hereby, and so long as, in the case of clauses (i), (ii), (iv) and (vii), the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of effect on the Company and investments its subsidiaries, taken as a whole, is not disproportionate to that on other companies in bank time deposits and money market accounts)the industry in which the Company operates.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland Missouri. Except as set forth in SCHEDULE 4.1 of the COMPANY DISCLOSURE SCHEDULE, each of the Company's subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its 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. The Company , and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where in which the character nature of its business or the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for where the failure to have such failures power or authority, or the failure to be so qualified, licensed or in good standing thatstanding, individually or in the aggregate, have not had and would not have a Material Adverse Effect on the Company. The term "MATERIAL ADVERSE EFFECT ON THE COMPANY," as used in this Agreement, means any change in or effect on the business, financial condition, results of operation or prospects of the Company or any of its subsidiaries that could reasonably be expected to have a material adverse effect on the Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation subsidiaries taken as a whole 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 could reasonably be expected to prevent or materially delay consummation of the Merger; provided that the foregoing shall not include any change or effect that results or arises from or relates to changes in (A) general economic or market conditions, except to the extent they have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified disproportionate impact on the Company, or licensed to do businessprevailing interest rates, and is in good standing, in each jurisdiction where (B) conditions generally affecting 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company Subsidiaries and each other corporate or non-corporate subsidiary industry in which the Company owns or any direct of its subsidiaries operates, or indirect voting(C) laws, capitalregulations or accounting standards, profits principles 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiaryinterpretations. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Maryland Maryland. The Partnership is (i) as of the date hereof a limited partnership duly formed, validly existing and in good standing under the Laws of the State of California and (ii) as of the Closing will be a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Maryland. Each other Company Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept), as applicable, under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so existing and in good standing would not, individually or in the aggregate, 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 requisite organizational case may be, 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. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction except where the character of the properties owned, operated or leased by it or the nature of its business makes failure to have such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing thatpower and authority would not, individually or in the aggregate, reasonably be expected to have not had 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 (with respect to jurisdictions that recognize such concept) 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 not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Each The Company Subsidiary is duly organized, validly existing has made available to Parent true and in good standing under complete copies of (i) the Laws charter of the jurisdiction Company (the “Company Charter”), (ii) the Bylaws of its incorporation or organizationthe Company (the “Company Bylaws”), as (iii) the case may bePartnership Agreement, (iv) the Certificate of Limited Partnership, 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 (v) 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 organizedDeposit Agreement, in good standing or have certain power each case as in effect as of the date hereof and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effecttogether with all amendments thereto. Each of the Company Subsidiary is Charter, the Company Bylaws, the Partnership Agreement, the Certificate of Limited Partnership and the Deposit Agreements was duly qualified or licensed to do business, adopted and is in good standingfull force and effect, and neither the Company nor the Partnership is in each jurisdiction where the character violation in any material respect of any of the properties owned, operated or leased by it or the nature provisions 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 Company Material Adverse Effectdocuments. (c) Section 4.1(c3.1(c) of the Company Disclosure Letter sets forth a true and complete list forth, as of the Company Subsidiaries and each other corporate or non-corporate subsidiary in which the Company owns any direct or indirect votingdate hereof, capital, profits or other beneficial interest (“Other Company Subsidiary”), including a complete 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 its jurisdiction of organization or incorporation or organization, as and the case may be, of each Company Subsidiary and each Other Company Subsidiary, ownership interest (ii) the type of and percentage interest) 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), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary and any other Person, as applicable, in each Company Subsidiary and, to the knowledge of the Company, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other such Company Subsidiary. (d) Except as set forth in Section 4.1(d3.1(d) of the Company Disclosure LetterLetter sets forth, neither as of the Company nor any Company Subsidiarydate hereof, directly or indirectlya complete list of Persons, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to in which the Company or any Taxable REIT Company Subsidiary has an equity interest as of the date of this Agreement recorded on the Company’s most recent balance sheet in an amount in excess of $2,000,000, together with the Company’s or applicable Company Subsidiary’s ownership interests and investments stated percentage interests in bank time deposits and money market accounts)each such entity.

Organization and Qualification; Subsidiaries. Each of AGI and each subsidiary of AGI (aeach, a "Subsidiary") The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State jurisdiction of Maryland 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 properties and to carry on its business as it is now being conducted, except where the lack of such power, authority and approval would not, individually or in the aggregate, have an AGI Material Adverse Effect (as defined below). The Company Each of AGI and 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 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, individually or in the aggregate, have not had and would not an AGI Material Adverse Effect. The term "AGI Material Adverse Effect" means any circumstances, change in, or effect on, the AGI Group (as defined in Section 9.03), when taken as a consolidated whole, or affecting the AGI Business (as defined in Section 9.03), which is, or could reasonably be expected in the future to have be, materially adverse to the AGI Group or the AGI Business; provided, however, that any of such circumstances, changes in, or effects attributable to the failure of E&S to make any deliveries of products to AGI following the date hereof in accordance with the terms and specifications set forth in and required by contractual arrangements between E&S and AGI shall not be taken into account in determining whether there has been or would be a Company "AGI Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a " A true and complete list of all the Company 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”)Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and the percentage of the outstanding capital stock of each Other Company Subsidiary owned by AGI and each other 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as is set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).3.01

Organization and Qualification; Subsidiaries. Each of MediQuip and each subsidiary of MediQuip (athe “MediQuip Subsidiaries”) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State jurisdiction of Maryland its incorporation and has the all corporate 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, except where the failure to be so organized, existing or in good standing or to have such corporate power, authority and governmental approvals have not had, and could not reasonably be expected to have, individually or in the aggregate, a MediQuip Material Adverse Effect (as defined below). The Company Each of MediQuip and the MediQuip 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 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 have not had, and could not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 MediQuip Material Adverse Effect. Each Company Subsidiary The term “MediQuip Material Adverse Effect” means any change in or effect on the business of MediQuip and the MediQuip Subsidiaries that is duly qualified materially adverse to the financial condition or licensed to do business, results of operations of MediQuip 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 necessaryMediQuip Subsidiaries taken as a whole, except for any such failures to be so qualified, licensed changes or effects resulting from or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 connection with (i) this Agreement or the jurisdiction of incorporation transactions contemplated by this Agreement or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiaryannouncement hereof, (ii) the type of and percentage of votingany changes in economic, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor regulatory or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly political conditions or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 issue 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 the Company or a Company Subsidiary in each Company Subsidiary and, condition otherwise known to Deep Down prior to the knowledge date of the Company, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiarythis Agreement. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company and each Significant Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the laws Laws of the State of 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. The 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 incorporation 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 Company Material Adverse Effect. (b) organization. Each Company Subsidiary (other than each Significant Subsidiary) is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as except where the case may befailure to be so incorporated, organized, validly existing or in good standing, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. The Company and each Company Subsidiary has the all 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 except where the failure to each Company Subsidiary that would not constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X), for have such failures to be so organized, in good standing power or have certain power and authority thatauthority, individually or in the aggregate, have has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect. Each The Company and each Company Subsidiary is duly qualified or licensed to do business, business and is in good standing, standing in each jurisdiction where the character of the properties owned, operated or leased by it or the nature conduct of its business makes requires such qualification, licensing qualification or good standing necessarylicensing, except for such failures where the failure to be so qualified, licensed or in good standing thator licensed, individually or in the aggregate, have has not had had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Prior to the date of this Agreement, the Company has made available to Parent or otherwise filed with the SEC 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”), (ii) the Amended and Restated Bylaws of the Company (as amended, restated, supplemented or otherwise modified, the “Company Bylaws”), (iii) the Company Rights Agreement and (iv) the certificate of incorporation and bylaws (or comparable organizational documents) of each of the Company Subsidiaries, in each case, as may have been amended and as in effect on the date hereof. Each of the organizational documents described in clauses (i) through (iv) of the preceding sentence are in full force and effect, and neither the Company nor any of the Company Subsidiaries is in violation of any provisions thereof, except for any failure to be in full force and effect or any violation of any provisions thereof, in each case, that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Section 4.1(c3.01(c)(i) of the Company Disclosure Letter sets forth a true and complete list as of the Company 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 date hereof 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 its jurisdiction of incorporation or organization, as form of organization, authorized equity interests, issued and outstanding equity interests and the case may be, of each Company Subsidiary and each Other Company Subsidiary, (iiholder(s) 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), directly or indirectly, by thereof. Neither the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names nor any 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 the Company Subsidiaries owns any capital stock or a Company Subsidiary in each Company Subsidiary andvoting securities of, to the knowledge or securities convertible into or exchangeable for shares of capital stock or voting securities of, or other equity interests in, or has any direct or indirect equity participation or similar interest in, or any interest convertible or exchangeable or exercisable for, any capital stock or voting securities of, or any other equity interests in, any person, except for as set forth on Section 3.01(c)(ii) of the Company, each Other Company Subsidiary, Disclosure Letter and (iv) except for marketable securities and equity interests that in the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) aggregate have a fair market value less than $5,000,000. Except as set forth in on Section 4.1(d3.01(c)(ii) of the Company Disclosure Letter, neither the Company nor any of the Company SubsidiarySubsidiaries is party to any Contract in connection with a joint venture or equity investment in any other person that requires the Company or such Company Subsidiary to make capital contributions or capital investments in any such other person or any of its Subsidiaries or make loans to any such person, which obligations in the aggregate are in excess of $5,000,000. (d) As of the date hereof or after the date hereof as expressly permitted by this Agreement or as otherwise expressly agreed to by Parent after the date hereof, the Company or another Company Subsidiary owns, directly or indirectly, owns all of the issued and outstanding shares of capital stock or other Equity Securities of each of the Company Subsidiaries, other than those set forth on Section 3.01(d) of the Company Disclosure Letter, free and clear of any interest or investment (whether equity or debt) in any Person Liens (other than equity interests transfer and other restrictions under applicable federal and state securities Laws or applicable foreign Laws), and all of such outstanding shares of capital stock or other Equity Securities have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive or other similar rights and were issued in accordance with applicable Law. (e) Except as set forth on Section 3.01(e) of the Company Disclosure Letter, as of the date hereof or after the date hereof as expressly permitted by this Agreement or as otherwise expressly agreed to by Parent after the date hereof, there are no outstanding, existing or such other agreements to grant, extend or enter into any (i) options, warrants, calls, subscriptions, rights of first refusal, rights of first offer, agreements, convertible or exchangeable securities, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, equity-based compensation, or other similar rights, agreements or commitments of any character to which the Company or any Company Subsidiary is a party, obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other Equity Security in the Company Subsidiaries or Other any Company Subsidiaries, loans Subsidiary or securities or obligations convertible into or exchangeable for such shares or Equity Securities relating to any Taxable REIT Subsidiary or based on the value of the Equity Securities of the Company or any Company Subsidiary, or giving any person a right to subscribe for or acquire from the Company or any Company Subsidiary any Equity Securities of the Company or any Company Subsidiary, and investments in bank time deposits and money market accounts)no securities or obligations (contingent or otherwise) evidencing such rights are authorized, issued or outstanding, (ii) obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or Equity Securities of the Company or any Company Subsidiary or (iii) voting trusts or similar agreements or understandings to which the Company or a Company Subsidiary is a party with respect to the voting or registration of the capital stock of the Company or any Company Subsidiary or any other Equity Security of the Company or any Company Subsidiary.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) is a corporation or other entity duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland its organization and has the requisite organizational power and authority and any all necessary governmental authorization approvals to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 except where the failure to be so organized, existing or in good standing or to have certain power such power, authority and authority thatgovernmental approvals would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Except as set forth in Section 3.01(a) of the Company Disclosure Schedule, each of the Company and each 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 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, have not had and that would not reasonably be expected to have a Company Material Adverse Effect. . As used in this Agreement, the term “Company Material Adverse Effect” means any event, circumstance, development, change or effect that individually or in the aggregate with all other events, circumstances, developments, changes and effects, is materially adverse to the business, operations, assets, condition (cfinancial or otherwise) Section 4.1(c) or results of operations of the Company Disclosure Letter sets forth and the Subsidiaries taken as a true whole or would reasonably be expected to prevent or materially delay the consummation of the Merger and complete list the other transactions contemplated hereby (collectively, the “Transactions”) or prevent or materially impair or delay the ability of the Company Subsidiaries and each other corporate or non-corporate subsidiary to perform its obligations hereunder; provided, however, that in which the Company owns no event shall 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”) following, alone or a “taxable REIT subsidiary” within the meaning of Section 856(l) in combination, be deemed to constitute, nor shall any of the Code (“Taxable REIT Subsidiary”)following be taken into account in determining whether there has been, together with or will be, a Company Material Adverse Effect: any event, circumstance, change or effect resulting from or relating to (i) the jurisdiction of incorporation a change in general economic or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiaryfinancial market conditions, (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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company change in and to each Company Subsidiary and each Other Company Subsidiaryindustry conditions, (iii) the names any acts of and the type of and percentage of votingterrorism or war, 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 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 U.S. federal income tax purposes announcement of each Company Subsidiary the execution of this Agreement or the pendency or consummation of the Transactions, or (v) compliance with the terms of, or the taking of any action required by, this Agreement; provided further that the exceptions set forth in clauses (iv) and each Other Company Subsidiary. (dv) Except as will not apply with respect to the representations and warranties set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)3.05.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing Parent and in good standing under the laws of the State of 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. The 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 qualificationsubsidiaries, licensing or good standing necessaryincluding Merger Sub, 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept 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, 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 except where any such failures failure to be so organized, existing or in good standing or to have certain such power and authority thator authority, individually or in the aggregate, have (x) has not had had, and would not reasonably be expected to have have, a Company Parent Material Adverse EffectEffect (as defined below) and (y) would not be reasonably be expected to prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. Each Company Subsidiary Parent and each of its subsidiaries is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize 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 nature conduct of its business or the nature or its 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, have (x) has not had had, and would not reasonably be expected to have have, a Company Parent Material Adverse Effect. Effect and (cy) Section 4.1(c) would not be reasonably be expected to prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. Parent owns beneficially and of record all of the Company Disclosure Letter sets forth a true outstanding capital stock of Merger Sub free and complete list clear of the Company Subsidiaries and each other corporate or non-corporate subsidiary all security interests, liens, claims, pledges, agreements, limitations in which the Company owns any direct or indirect votingvoting rights, capital, profits charges 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).encumbrances of

Organization and Qualification; Subsidiaries. (a) The Company Each of Parent and its subsidiaries is a corporation corporation, limited partnership or limited liability company, duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland and its incorporation or organization, has the all requisite organizational corporate, limited partnership or limited liability company 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. The Company conducted and is duly qualified or licensed and in good standing to do business, and is in good standing, business in each jurisdiction where in which the character nature of the properties owned, operated or leased business conducted by it or the nature ownership or leasing of its business properties makes such qualification, licensing or good standing qualification necessary, except for such failures other than where the failure to be so qualified, licensed or duly qualified and in good standing would not have a Parent Material Adverse Effect. The term "Parent Material Adverse Effect" as used in this Agreement shall mean any change or effect that, individually or when taken together with all other such changes or effects, would be materially adverse to the business, operations, assets, financial condition, or results of operations of the Parent and its subsidiaries, taken as a whole; provided, that none of the following shall be deemed in and of themselves to constitute, and none of the aggregatefollowing shall be taken into account in determining whether there has been, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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) any change in the jurisdiction market price or trading volume of incorporation or organization, as the case may be, capital stock of each Company Subsidiary and each Other Company Subsidiarythe Parent after the date hereof, (ii) the type suspension of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor trading in securities generally on the NYSE or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly the American Stock Exchange or indirectly, by the Company in and to each Company Subsidiary and each Other Company SubsidiaryNASDAQ National Market, (iii) any adverse change, event, development or offset arising from or relating to (A) general business or economic conditions or (B) general business or economic conditions relating to any industries in which the names Parent or any of and the type of and percentage of votingits subsidiaries participates, 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 the Company or a Company Subsidiary in each Company Subsidiary and, case which is not specific to the knowledge of the Company, each Other Company SubsidiaryParent and its subsidiaries, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letterany adverse change, neither the Company nor any Company Subsidiaryevent, directly development or indirectly, owns any interest effect arising from or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans relating to any Taxable REIT Subsidiary of the Company and investments change in bank time deposits and money market accounts)U.S. generally accepted accounting principles.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each subsidiary of the Company (collectively, the "Company Subsidiaries") is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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, 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 except where the failure to be so organized, existing or in good standing or to have certain power such power, authority and authority thatgovernmental approvals, individually or in the aggregate, have not had resulted, and would could not reasonably be expected to have result, in costs or liabilities to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole, other than immaterial costs and liabilities. Each of the Company and each Company Subsidiary 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, 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, have not had resulted, and would could not reasonably be expected to have result, in costs or liabilities to the Company and the Company Subsidiaries, taken as a Company whole, other than immaterial costs and liabilities. For purposes of this Agreement, "Material Adverse EffectEffect on the Company" means any change in or effect on the business, assets, liabilities, properties, prospects, results of operations or condition (financial or otherwise) of the Company or any Company Subsidiary that, individually or in the aggregate, (x) is or could reasonably be expected to be materially adverse to the Company and the Company Subsidiaries, taken as a whole; provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been or will be, a Material Adverse Effect on the Company: (i) general economic or market conditions or general changes or developments in the research and scientific instrument industry or affecting participants in the pharmaceutical industry, (ii) acts of war or terrorism or natural disasters, (iii) the announcement or performance of this Agreement and the transactions contemplated hereby, (iv) changes in the price or trading volume of the Company's Common Stock (provided that any change, effect, event or occurrence that may have caused or contributed to such change in market price or trading volume shall not be excluded), or (v) changes in United States generally accepted accounting principles ("GAAP"), unless, in the case of clause (i) or (ii), such change, effect, event or occurrence has a disproportionate effect on the Company and the Company Subsidiaries, taken as a whole, compared with other companies operating in the research and scientific instrument industry or the pharmaceutical industry or (y) could, or could reasonably be expected to, prevent or materially delay or materially impair the ability of the Company or any of the Company Subsidiaries to perform their obligations under this Agreement or consummate the Merger and the other transactions contemplated by this Agreement. (cb) Section 4.1(cSchedule 3.1(b) of the Company Disclosure Letter sets forth a true complete and complete correct list of all of the Company Subsidiaries and each other corporate or non-corporate subsidiary in which the Company owns any direct or indirect votingSubsidiaries, capital, profits or other beneficial interest (“Other Company Subsidiary”), including a list their respective jurisdictions 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of organization 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), directly or indirectly, ownership by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither . Neither the Company nor any Company Subsidiary, directly or indirectly, owns Subsidiary holds any equity interest or investment (whether equity or debt) in any Person (person other than equity interests in the Company Subsidiaries so listed. The certificate of incorporation and by-laws (or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary equivalent documents) of each of the Company Subsidiaries are in full force and investments effect. None of the Company Subsidiaries are in bank time deposits violation of any of the provisions of their respective certificate of incorporation and money market accountsby-laws (or equivalent documents).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation an exempted company limited by shares duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland Bermuda and has the requisite organizational company power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, and operate its properties and assets in all material respects and to carry on conduct its business as it is now being conducted. The Company is duly qualified or licensed to do business, business and is in good standing, standing (with respect to jurisdictions which recognize such concept) in each jurisdiction where the character of the properties owned, operated or leased by it or in which the nature of its business or the ownership, leasing or operation of its assets or properties or present conduct of its business 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 thatwould not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered to or made available to Parent and Merger Sub, prior to the execution of this Agreement, correct and complete copies of any amendments to the Company Governing Documents not had filed as of the date hereof with the SEC, and each of the Company Governing Documents are in full force and effect. The Company is not in violation of any of the terms of the Company Governing Documents, except as would not reasonably be expected to have be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole. (b) Schedule 3.1(b) of the Company Disclosure Letter sets forth (i) a correct and complete list of the Subsidiaries of the Company (each, a “Company Subsidiary”), (ii) the ownership interest of any other Person or Persons, to the knowledge of the Company, in each Company Subsidiary and (iii) the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary. Each Company Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite organizational corporate or other entity 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 conduct its business as it is now being conducted, except, with respect only to in each Company Subsidiary that case, as would not constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X), for such failures reasonably be expected to be so organized, in good standing or have certain power and authority thathave, 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, business and is in good standing, standing (with respect to jurisdictions 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 assets or properties or present conduct of its business 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 thatwould not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has delivered to or made available to Parent and Merger Sub, prior to the execution of this Agreement, correct and complete copies of any charter, certificate of incorporation, articles of association, certificate of formation, certificate of limited partnership, bylaws, partnership agreement, limited liability company agreement, operating agreement or similar formation or governing documents and instruments for each Company Subsidiary, and each of the foregoing documents is in full force and effect in all material respects. Each Company Subsidiary is not had and in violation of any of the terms of its constituent organizational or governing documents, except in each case as would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) of be material to the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Each of Parent and the Company and each Subsidiary of the Company (collectively, the "Company Subsidiaries") has been duly organized and is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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, 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 of the Company and 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 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, have not had resulted and would could not reasonably be expected to have result in a Company Material Adverse Effect. (c) Section 4.1(c) Effect on the Company. For purposes of this Agreement, "Material Adverse Effect on the Company" means any change in or effect on the business, assets, properties, results of operations or financial condition of the Company Disclosure Letter sets forth a true and complete list of the Company 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 or could reasonably be expected to be materially adverse to the meaning of Section 856(i)(2) of Company and the Code (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”)Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether taken as a creditor whole, or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly that could reasonably be expected to materially impair the ability of Parent or indirectly, by the Company to perform in and any material respect their respective obligations under this Agreement or, with respect to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary andthe Registration Rights Agreement or consummate the transactions contemplated hereby or, with respect to the knowledge of the Company, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiarythereby. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of the Company's subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland its incorporation. The Company and each of its 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. The Company , and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where in which the character nature of its business or the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for where the failure to have such failures power or authority, or the failure to be so qualified, licensed or in good standing thatstanding, would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organizedEffect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, validly existing and means any change in good standing under or effect on the Laws business, assets, liabilities, financial condition or results of operations of the jurisdiction of Company and its incorporation or organization, subsidiaries taken 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 whole that, individually or in the aggregateaggregate with all other changes and effects, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed be materially adverse 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth and its subsidiaries taken as a true and complete list whole, other than (a) the effects of the Company 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 changes 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 are generally applicable to (i) the jurisdiction of incorporation United States economy or organizationsecurities markets, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, or (ii) the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor world economy or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge of the Company, each Other Company Subsidiaryinternational securities markets, and (ivb) changes or effects to the classification for U.S. federal income tax purposes extent arising from the announcement of this Agreement and the transactions contemplated hereby (including the sale or other disposition of the Excluded Business and the shut-down of the NAS Business (excluding the Excluded Business) (each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth defined in Section 4.1(d6.13 hereof) contemplated by this Agreement and any loss of relationships with customers, suppliers, distributors, sales representatives or employees or the delay or cancellation of orders for products or services, in each case to the extent arising from such announcement); provided, that a change in the market price or trading volume of the Common Shares shall not, in and of itself, constitute a Material Adverse Effect on the Company (it being understood that this proviso shall not exclude any underlying change or effect which resulted in such change in the market price or trading volume). The Company has heretofore provided to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the bylaws or comparable organizational documents, each as amended to the date hereof, of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).and

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each subsidiary of the Company (collectively, the "COMPANY SUBSIDIARIES") has been duly organized and is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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, 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 of the Company and 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 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, have not had and would not no Material Adverse Effect on the Company. For purposes of this Agreement, "MATERIAL ADVERSE EFFECT ON THE COMPANY" means any state of affairs or change that has had, or will reasonably be expected likely to have have, a Company Material Adverse Effect. material adverse effect on the business, assets, properties, results of operations or condition (c) Section 4.1(cfinancial or otherwise) of the Company Disclosure Letter sets forth and the Company Subsidiaries, taken as a true and complete list whole, or that has materially impaired or will materially impair the ability of the Company Subsidiaries to perform its obligations under this Agreement or to consummate the Merger and each the other corporate or non-corporate subsidiary in which the Company owns any direct or indirect votingtransactions contemplated by this Agreement, capital, profits or other beneficial interest (“Other Company Subsidiary”), including a list of each Company Subsidiary or Other Company Subsidiary except that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) none of the Code (“Qualified REIT Subsidiary”) or following shall be deemed in themselves to constitute a “taxable REIT subsidiary” within Material Adverse Effect on the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with Company: (i) any change in the jurisdiction market price or trading volume of incorporation the Company Common Stock after the date hereof or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company change in and to each Company Subsidiary and each Other Company Subsidiary, general economic conditions; (iii) any adverse change affecting the names of and the type of and percentage of votingbiotechnology industry generally; (iv) transaction costs, equitytaxes, profitsaccounting changes, capital integration costs and other beneficial, as well as any debt effects that result directly from the consummation of the transactions contemplated by this Agreement; and (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 purposesv) by any Person other than the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge delisting of the Company, each Other Company Subsidiary, and (iv) 's Common Stock by the classification for U.S. federal income tax purposes Nasdaq National Market or receipt of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) notice of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary intention of the Company and investments in bank time deposits and money market accounts)Nasdaq National Market to delist the Company's Common Stock.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland 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 assets and to carry on its business as it is now being conducted. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 and to carry on its business as it is now being conducted, except, with respect only except where the failure to each Company Subsidiary that do so 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 thatnot, individually or in the aggregate, have not had a Material Adverse Effect (as defined in Section 8.3 hereof) on the Company. Each of the Company and would not reasonably be expected its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have 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 thatApprovals would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (cb) The Company has no subsidiaries except for the corporations identified in Section 4.1(c2.1(b) of the Company Disclosure Letter sets forth a true and complete list Schedule. Neither the Company nor any of its subsidiaries has agreed nor is obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the Company Subsidiaries and each 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 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) entity. Except as set forth in Section 4.1(d2.1(b) of the Company Disclosure LetterSchedule, neither the Company nor any Company Subsidiary, of its subsidiaries directly or indirectly, indirectly owns any interest or investment (whether equity or debtsimilar interest in or any interest convertible into, or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity. (c) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the The Company and investments each of its subsidiaries is qualified to do business as a foreign corporation, and is in bank time deposits good standing, under the laws of all jurisdictions where the nature of their business requires such qualification and money market accounts)where the failure to be so qualified or in good standing would have a Material Adverse Effect on the Company.

Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the State jurisdiction of Maryland 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 would not, individually or in the aggregate, have a 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 or leased by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for other than in such failures jurisdictions where any such failure to be so qualified, qualified or licensed or in good standing thatwould not, individually or in the aggregate, have not had and a Material Adverse Effect. “Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that is, or would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 thatto, individually or in the aggregate, have not had be materially adverse to the business, financial condition or assets of the Company and its subsidiaries taken as a whole; provided, however, that none of the following, or any changes, effects, events, circumstances, occurrence or state of facts 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 not reasonably be expected to have be, a Company Material Adverse Effect. Each Company Subsidiary is duly qualified : (i) economic, financial market, or licensed to do businessgeopolitical conditions in general, and is in good standing, in each jurisdiction where the character of the properties owned, operated (ii) general changes 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 developments in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company Subsidiaries and each other corporate or non-corporate subsidiary industries 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiaryits subsidiaries operate, (iii) the names announcement of this Agreement and the type transactions contemplated hereby, (iv) any actions required under this Agreement to obtain approval or authorization under applicable antitrust or competition laws for the consummation of the Merger, (v) changes in any laws or regulations or applicable accounting regulations or principles or interpretations thereof, (vi) changes in the market price or trading volume of the Common Stock (provided that any change, effect, event, circumstance, occurrence or state of facts that may have caused or contributed to such change in market price or trading volume shall not be excluded), (vii) the failure, in and percentage of votingitself, equity, profits, capital and other beneficialby the Company to meet any expected or projected financial or operating performance target, as well as (in and of itself) any debt change by the Company in any expected or projected financial or operating performance target (provided that any change, effect, event, circumstance, occurrence or state of facts that may have caused or contributed to such failure or change shall not be excluded), or (viii) acts of God, national or international hostilities, war (whether as a creditor or borrowernot declared) or terrorism, unless, in the case of clause (i), interest held (including capital account balances for any entity treated as ii), (v) or (viii) such change, effect, event or occurrence has a partnership for U.S. federal 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of materially disproportionate effect on the Company and investments each of its subsidiaries compared with other companies operating in bank time deposits the industry in which the Company and money market accounts)each of its subsidiaries operate.

Organization and Qualification; Subsidiaries. At the Effective Time, each of StemGen and each subsidiary of StemGen (athe “StemGen Subsidiaries”) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State jurisdiction of Maryland its incorporation and has the all corporate 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, except where the failure to be so organized, existing or in good standing or to have such corporate power, authority and governmental approvals have not had, and could not reasonably be expected to have, individually or in the aggregate, a StemGen Material Adverse Effect (as defined below). The Company Each of StemGen and the StemGen 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 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 have not had, and could not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 StemGen Material Adverse Effect. Each Company Subsidiary The term “StemGen Material Adverse Effect” means any change in or effect on the business of StemGen and the StemGen Subsidiaries that is duly qualified materially adverse to the financial condition or licensed to do business, results of operations of StemGen 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 necessaryStemGen Subsidiaries taken as a whole, except for any such failures to be so qualified, licensed changes or effects resulting from or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 connection with (i) this Agreement or the jurisdiction of incorporation transactions contemplated by this Agreement or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiaryannouncement hereof, (ii) the type of and percentage of votingany changes in economic, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor regulatory or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly political conditions or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 issue 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 the Company or a Company Subsidiary in each Company Subsidiary and, condition otherwise known to StemGen prior to the knowledge date of the Company, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiarythis Agreement. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) 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 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 except where any such failures failure to be so organized, in good standing or to have certain such power and authority thator authority, individually or in the aggregate, have (x) has not had had, and would not reasonably be expected to have have, a Company Material Adverse EffectEffect 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. Each The Company Subsidiary and each of its subsidiaries is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize 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, have (x) has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect 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. "Company Material Adverse Effect. " means any change, event, circumstance or effect, taken as a whole, that has been or would be materially adverse to the business, assets, properties, liabilities, financial condition or results of operations of the Company and its subsidiaries taken as a whole, other than any change, event, circumstance or effect resulting from (ci) changes after the date hereof in general economic conditions, (ii) changes after the date hereof in any Laws or applicable accounting regulations or principles, (iii) actions taken by the Company or its subsidiaries as required by the provisions of this Agreement or (iv) the announcement or pendency of this Agreement or any of the transactions contemplated hereby; provided that the exceptions set forth in clauses (iii) and (iv) shall not apply with respect to (x) the representations and warranties set forth in Sections 3.4, 3.5 and 3.17, the absence of conflict or similar representations set forth in Sections 3.10(f) or with respect to the effects of any breach of such representations and warranties or (y) Sections 6.8 or 7.1. Section 4.1(c) 3.1 of the Company Disclosure Letter Schedule sets forth a true and complete list of the Company Subsidiaries and each other corporate material subsidiaries that are owned directly or non-corporate subsidiary indirectly by the Company. Other than as set forth in which Section 3.1 of the Company owns any direct or indirect voting, capital, profits or Disclosure Schedule and 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) than subsidiaries of the Code (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within Company, the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes)does not own, directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of and the type of and percentage of voting, equity, profits, any capital and stock or 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary other person having a fair market value in excess of the Company and investments in bank time deposits and money market accounts)$10,000,000.

Organization and Qualification; Subsidiaries. (a) The Company and each of its Subsidiaries (each, a “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 Laws of the State jurisdiction of Maryland its incorporation or organization and has all requisite corporate or organizational, as the requisite organizational case may be, 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 conduct its business as it is now currently being conducted. The Company and each Company Subsidiary is duly qualified or licensed to do businessbusiness as a foreign corporation or other entity, and is in good standing, in standing (with respect to jurisdictions which recognize such concept) under the Laws of 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 thatstanding, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each The Company Subsidiary is duly organizedhas made available or caused to be made available to the Purchaser true, validly existing complete and correct copies of (i) the Amended and Restated Certificate of Incorporation of the Company, as amended through and in good standing under the Laws effect as of the jurisdiction date hereof (the “Company Charter”), (ii) the Amended and Restated Bylaws of its incorporation or organizationthe Company, as amended through and in effect as of the case may bedate hereof (the “Company Bylaws”), and has (iii) the requisite certificates of incorporation and bylaws, or equivalent organizational power and authority and any necessary governmental authorization to ownor governing documents, 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 of 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 Company Material Adverse EffectSubsidiary. (c) Section 4.1(c3.1(c) of the Company Disclosure Letter Schedule sets forth (i) a true true, correct and complete list of the Company 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) as of the Code (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning date of Section 856(l) of the Code (“Taxable REIT Subsidiary”)this Agreement, together with (i) the jurisdiction of incorporation organization or organizationincorporation, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) a true, correct and complete list of the type issued and outstanding Equity Interests of each Company Subsidiary and percentage the owner of votingsuch Equity Interests. There are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, equity, profitsor make any investment (in the form of a loan, capital and other beneficialcontribution or otherwise) in, 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)Company Subsidiary that is not wholly-owned, directly or indirectly, by the Company (in and to each Company Subsidiary and each Other Company Subsidiaryexcess of $250,000) or any other Person, (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 guarantees by the Company of any indebtedness or a Company Subsidiary in each Company Subsidiary and, to the knowledge other obligations of the Company, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other any wholly owned Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Maryland and Missouri. The Company has the all requisite organizational corporate power and authority and any necessary governmental authorization to own, operate and lease and, to the extent applicable, operate its properties and assets, to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standingto enter into this Agreement, in each jurisdiction where the character of Registration Rights Agreement and the properties owned, operated or leased by it or the nature of Stockholders Agreement and to perform 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 obligations hereunder and would not reasonably be expected to have a Company Material Adverse Effectthereunder. (b) Each of the Subsidiaries of the Company Subsidiary is a corporation duly 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 corporate power and authority and any necessary governmental authorization to own, operate and lease and, to the extent applicable, operate its properties and assets and to carry on its business as it now conducted. (c) The Company and each of its Subsidiaries is now being conductedduly licensed or qualified to do business and in good standing and has all insurance licenses in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such licensing or qualification, 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), except for such any failures to be so organized, licensed or qualified or to be in good standing or have certain power and authority thatthat would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (d) Each insurance license of the Company and its Subsidiaries, including, but not had limited to, each authorization to transact reinsurance, is in full force and effect without amendment, limitation or restriction other than as described in Schedule 3.1(d), and the Company is not aware of any event, inquiry or proceeding which would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified lead to the revocation, amendment, failure to renew, limitation, suspension or licensed to do businessrestriction of any such insurance license, and is in good standingexcept, in each jurisdiction where the character of the properties ownedcase, 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 qualifiedin full force and effect and such revocations, licensed or in good standing thatamendments, failures to renew, limitations, suspensions and restrictions that would not, individually or in the aggregate, have not had and would not be reasonably be expected to have a Company Material Adverse Effect. (ce) Section 4.1(cSchedule 3.1(e) sets forth the name of each Subsidiary of the Company Disclosure Letter sets forth a true and complete list of the Company Subsidiaries and each other corporate (whether owned, directly or non-corporate subsidiary in which the Company owns any direct indirectly, through one or indirect voting, capital, profits or other beneficial interest (“Other Company Subsidiary”more intermediaries), 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 its jurisdiction of incorporation or organization, as and all jurisdictions where it is licensed or qualified to do business. All of the case may beoutstanding shares of capital stock of, or other equity interest in, each of each Company Subsidiary the Subsidiaries are duly authorized, validly issued, fully paid and each Other Company Subsidiarynonassessable, (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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes)are owned, directly or indirectly, by the Company free and clear of all Liens, except as set forth in and to each Company Subsidiary and each Other Company 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 borrowerSchedule 3.1(e), 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) . Except as set forth in Section 4.1(d) on Schedule 3.1(e), there are no outstanding Equity Securities of any of the Company Disclosure LetterSubsidiaries, neither the Company nor any Company Subsidiary, other than Equity Securities owned directly or indirectlyindirectly by the Company. None of the Subsidiaries, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Material Subsidiaries, loans to any Taxable REIT Subsidiary individually accounted for more than 10 percent of the consolidated assets of the Company and investments its Subsidiaries as of September 30, 1999 or 10 percent of the consolidated revenues of the Company and its Subsidiaries for the nine months ended September 30, 1999. There is no state of affairs relating to any of the Subsidiaries, other than the Material Subsidiaries, that would, individually or in bank time deposits and money market accounts)the aggregate, be reasonably expected to have a Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Each of the State of Maryland 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) 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 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 except where any such failures failure to be so organized, in good standing or to have certain such power and authority thator authority, individually or in the aggregate, would not reasonably be expected to have not had a Company Material Adverse Effect (as defined below). Each of the Company and its subsidiaries is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction where the character of its properties owned, leased or operated by it or the conduct of its business or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed or in good standing which, individually or in the aggregate, 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 “Company Material Adverse Effect. ” means any change, event, circumstance or effect that, taken as a whole, is or would be materially adverse to the business, assets, properties, liabilities, financial condition or results of operations of the Company and its subsidiaries taken as a whole, other than any change, event, circumstance or effect resulting from (ci) Section 4.1(cchanges after the date of this Agreement in general U.S. or global economic conditions (except to the extent that those changes have a disproportionate effect on the Company or its subsidiaries relative to other participants in the industry in which the Company and its subsidiaries operate), (ii) general changes after the date of this Agreement in the industry in which the Company and its subsidiaries operate (except to the extent that those changes have a disproportionate effect on the Company or its subsidiaries relative to other participants in such industry), or (iii) the announcement of this Agreement or of the transactions contemplated hereby, including without limitation terminations or other negative impacts on relationships with customers, suppliers or other persons who have business relations with the Company and its subsidiaries that result from such announcement. Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 includes all of the significant subsidiaries (as defined in Rule 1-02 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”)) of the Company Disclosure Letter sets as of the end of such fiscal year (each such significant subsidiary, a “Significant Subsidiary”). Other than subsidiaries that are wholly-owned by the Company or by another Company subsidiary, and other than as set forth a true and complete list in Section 3.1 of the Company Subsidiaries and each other corporate or non-corporate subsidiary in which Disclosure Schedule, 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes)does not own, directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of and the type of and percentage of voting, equity, profits, any capital and stock or 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiariesany other person, loans to any Taxable REIT Subsidiary of the Company and except for passive investments in bank time deposits and money market accounts)any other person which do not exceed 1% of such other person’s outstanding equity interests.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section ‎‎Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and and, to the knowledge of the Company, each Other Company Subsidiary. (d) Except as set forth in Section ‎‎Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has Delaware. Each of 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 Company Company's subsidiaries is duly qualified or licensed to do businessorganized, validly existing and is in good standingstanding under the laws of the jurisdiction of its organization, in each jurisdiction except 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 failure to be so qualifiedorganized, licensed existing or in good standing thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Effect on the Company. The Company Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction each of its incorporation or organization, as the case may be, and subsidiaries has the requisite organizational 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, 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, with respect to the Company and the Company's subsidiaries that are organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction where in which the character nature of its business or the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for where the failure to have such failures power or authority, or the failure to be so qualified, licensed or in good standing thatstanding, would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any change or effect that is or would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Company Disclosure Letter sets forth and its subsidiaries taken as a true and complete list of whole, other than any change or effect to the Company 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 extent attributable to (i) the jurisdiction of incorporation economy or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiarysecurities markets in general, (ii) this Agreement or the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor transactions contemplated hereby or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly the announcement thereof or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of Company's industry in general, 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 not specifically relating to the Company or its subsidiaries. The Company has heretofore made available to Parent and the Purchaser a Company Subsidiary in complete and correct copy of the certificate of incorporation and the by-laws or comparable organizational documents, each Company Subsidiary and, as amended to the knowledge of the Companydate hereof, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits each of its subsidiaries and money market accounts)has made available a complete and correct copy of the Rights Agreement as amended to the date hereof.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland jurisdiction in which it is organized 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. The Each of the Company and its Subsidiaries is duly qualified or licensed to do business, business and is in good standing, standing in each jurisdiction where the character of the properties owned, operated or leased by it or in which the nature of its business or the ownership or leasing of its properties makes such qualification, qualification or licensing or good standing necessary, except for other than in such failures jurisdictions where the failure to be so qualified, licensed qualified or in good standing thatlicensed, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect on the Company. As used in this Agreement, “Material Adverse Effect. (b) Each Company Subsidiary is duly organized” means, validly existing except as otherwise provided in Sections 7.02, 7.03 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 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-X8.01(d)(i), for such failures any change, effect, event, occurrence or state of facts (or any development that has had or is reasonably likely to be so organized, in good standing have any change or have certain power and authority thateffect) that is, individually or in the aggregate, have not had materially adverse to the business, property, assets, liabilities, financial condition or results of operations of Parent or any of its Subsidiaries, in the case of Parent, or the Company or any of its Significant Subsidiaries, in the case of the Company, or which would prevent or materially delay the consummation of the Transactions; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and would not reasonably none of the following shall be expected to have taken into account in determining whether there has been, 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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) any adverse change in the jurisdiction market price or trading volume of incorporation the capital stock of such Person after the date hereof; provided, however, that this clause (i) shall not exclude any underlying event, occurrence, development or organization, as the case circumstance which may be, of each Company Subsidiary and each Other Company Subsidiary, have caused such change in stock price or trading volume; (ii) any adverse event, occurrence or development affecting any of the type of and percentage of votingindustries in which such Person operates generally (to the extent that such events, equityoccurrences or developments do not disproportionately affect such Person as compared to other companies in such industries); (iii) changes, profitsevents or occurrences in financial, capital and other beneficialcredit, as well as any debt (whether as a creditor banking or borrower), interest held securities markets (including capital account balances for any disruption thereof); (iv) any adverse change, event, development or effect arising from or relating to general business or economic conditions (including the business of Parent or any of its Subsidiaries, in the case of Parent, and the Company or any of its Significant Subsidiaries, in the case of the Company) which does not relate only to Parent or any of its Subsidiaries, in the case of Parent, or the Company or any of its Significant Subsidiaries, in the case of the Company; (v) any adverse change, event, development or effect attributable to the announcement or pendency of the Transactions, or resulting from or relating to compliance with the terms of, or the taking of any action required by, this Agreement; (vi) any adverse change, event, development or effect arising from or relating to national or international political or social conditions, including the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack anywhere in the world; and (vii) any adverse change, event, development or effect arising from or relating to laws, rules, regulations, orders or other binding directives issued by any Governmental Entity that do not relate only to Parent or any of its Subsidiaries, in the case of Parent, or the Company or any of its Significant Subsidiaries, in the case of the Company. The term “Subsidiary,” with respect to any Person, means any corporation or other legal entity treated as a partnership for U.S. federal income tax purposesof which such Person Controls (either alone or through or together with any other Subsidiary), directly or indirectly, by more than 50% of the capital stock or other ownership interests the holders of which are generally entitled to vote for the election of the Board of Directors or other governing body of such corporation or other legal entity. The Company in and to Disclosure Memorandum lists each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge of the Company. The Company has made available to Parent complete and correct copies of its certificate of incorporation and by-laws and the certificates of incorporation and by-laws (or comparable charter documents) of its Subsidiaries, in each Other Company Subsidiary, and (iv) case as amended to the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) date hereof. Except as set forth in Section 4.1(d) the Company Disclosure Memorandum, all of the outstanding shares of capital stock or other ownership interests of each Subsidiary have been validly issued and are fully paid and nonassessable and owned by the Company, by another Subsidiary of the Company Disclosure Letter, neither or by the Company nor and another such Subsidiary, free and clear of all material pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”), and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws. Except as set forth in the Company SubsidiaryDisclosure Memorandum, there are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other ownership interests in any Subsidiary of the Company or (ii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any capital stock or other ownership interests in, or any securities convertible into or exchangeable for any capital stock or other ownership interests in, any Subsidiary of the Company. Except as set forth in the Company Disclosure Memorandum, and except for ownership of less than 1% in any publicly traded company and the capital stock or other ownership interests of its Subsidiaries, the Company does not own, directly or indirectly, owns any capital stock or other ownership interest or investment (whether equity or debt) in any Person (corporation, partnership, joint venture or other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)entity.

Organization and Qualification; Subsidiaries. (a1) The Company Each of the Parent, Merger Sub, and each other subsidiary of the Parent (collectively, the "PARENT SUBSIDIARIES") has been duly organized and is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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, 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 except where the failure to be so organized, existing or in good standing or to have certain power such power, authority and authority thatgovernmental approvals, individually or in the aggregate, have not had resulted and would not reasonably be expected to have result in a Company Material Adverse EffectEffect on the Parent. Each Company 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 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, have not had resulted and would not reasonably be expected to have result in a Company Material Adverse Effect. 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 condition (c) Section 4.1(cfinancial or otherwise) of the Company Disclosure Letter sets forth Parent or any Parent Subsidiaries that is or would reasonably be expected to be materially adverse to the Parent and the Parent Subsidiaries, taken as a true and complete list whole, or that would reasonably be expected to materially impair the ability of the Company Subsidiaries and each other corporate Parent or non-corporate subsidiary in which the Company owns any direct Merger Sub to perform its obligations under this Agreement 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiaryconsummate transactions contemplated hereby. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing Parent and in good standing under the laws of the State of 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. The 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 qualificationsubsidiaries, licensing or good standing necessaryincluding Merger Sub, 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) 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 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 except where any such failures failure to be so organized, in good standing or to have certain such power and authority thator authority, individually or in the aggregate, have (x) has not had had, and would not reasonably be expected to have have, a Company Parent Material Adverse EffectEffect and (y) would not reasonably be expected to prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. Each Company Subsidiary Parent and each of its subsidiaries is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize 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 nature conduct of its business or the nature or its 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, have (x) has not had had, and would not reasonably be expected to have have, a Company Parent Material Adverse Effect and (y) would not reasonably be expected to prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. "Parent Material Adverse Effect. " means any change, event, circumstance or effect, taken as a whole, that has been or would be materially adverse to the business, assets, properties, liabilities, financial condition or results of operations of Parent and its subsidiaries taken as a whole, other than any change, event, circumstance or effect resulting from (ci) Section 4.1(cchanges after the date hereof in general economic conditions, (ii) changes after the date hereof in any Laws or applicable accounting regulations or principles, (iii) actions taken by Parent or its subsidiaries as required by the provisions of this Agreement or (iv) the announcement or pendency of this Agreement or any of the Company transactions contemplated hereby; provided that the exceptions set forth in clauses (iii) and (iv) shall not apply with respect to (x) the representations and warranties set forth in Sections 4.4, 4.5 and 4.17, the absence of conflict or similar representations set forth in Sections 4.10(f) or with respect to the effects of any breach of such representations and warranties or (y) Sections 6.8 or 7.1. Section 4.1 of the Parent Disclosure Letter Schedule sets forth a true and complete list of the Company Subsidiaries and each other corporate material subsidiaries that are owned directly or non-corporate subsidiary indirectly by Parent. Other than as set forth 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) 4.1 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital Parent Disclosure Schedule and other beneficialthan subsidiaries of Parent, 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)Parent does not own, directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of and the type of and percentage of voting, equity, profits, any capital and stock or 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary other person having a fair market value in excess of the Company and investments in bank time deposits and money market accounts)$10,000,000.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation duly organized, organized and validly existing corporation or other entity in good standing (where applicable) 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 under the laws as a foreign corporation or entity authorized to do business in each of the State of 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. The Company is duly qualified or licensed to do business, and is jurisdictions in good standing, in each jurisdiction where which the character of the properties owned, operated owned or leased held under lease 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 to be so qualified, licensed or in good standing that, individually or in the aggregate, have as has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 thathave, 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 “Material Adverse Effect” means any change, effect, event or licensed to do occurrence that has a material adverse effect on (i) the business, and is in good standingcondition (financial or otherwise), in each jurisdiction where the character operations or results of operations of the properties ownedCompany and its Subsidiaries, operated taken as a whole or leased (ii) the ability of the Company to consummate the Offer, the Merger or any of the other transactions contemplated by it this Agreement; provided, however, that any changes, effects, events or occurrences will not be deemed to constitute a Material Adverse Effect to the nature of its business makes such qualification, licensing extent resulting from (1) general changes or good standing necessary, except for such failures to be so qualified, licensed conditions in general economic or in good standing that, individually market conditions or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. industries (cor therapeutic areas) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company Subsidiaries and each other corporate or non-corporate subsidiary in which the Company owns any direct operates, so long as such changes or indirect votingconditions do not have a materially disproportionate effect on the Company and its Subsidiaries, capitaltaken as a whole, profits compared with other companies operating in the industries (or therapeutic areas) in which the Company and its Subsidiaries operate; (2) the loss or departure of directors, officers, employees, 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge service providers of the Company, or the termination, reduction (or potential reduction) or any other adverse development (or potential adverse development) in the Company’s relationships with any of its customers, suppliers, distributors or other business partners, in each Other case as a direct result of the announcement or pendency of this Agreement or the transactions contemplated hereby; (3) a decrease in the market price of the Shares (it being understood, however, that the facts or circumstances giving rise to any such decrease in market price may be taken into account in determining whether there has been a Material Adverse Effect); (4) acts of war or terrorism (or the escalation of the foregoing) or natural disasters or other force majeure events; (5) changes in any Laws or regulations applicable to the Company Subsidiary, or applicable accounting regulations or principles or the interpretation thereof; (6) compliance by the Company or any of its Subsidiaries with a request by Parent or Purchaser that the Company or any of its Subsidiaries take an action (or refrain from taking an action) to the extent such action or inaction is in compliance with such request (it being understood that the covenants and agreements contained in Section 6.1 of this Agreement shall not be deemed to be a request by Parent or Purchaser under this clause “(6)”); and (iv7) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) any legal proceedings commenced by any current or former stockholder of the Company Disclosure Letter, neither in its capacity as a stockholder (on its own behalf or on behalf of the Company) against the Company nor any Company Subsidiaryand/or its directors or officers which, directly based on the underlying merits of such legal proceedings, are not reasonably expected to result in an award of material damages or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in injunctive relief against the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)its directors.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation limited liability company duly organized, organized and validly existing and in good standing under the laws of the State state of Maryland Delaware. The Company has no subsidiaries other than those listed on Schedule 2.2 of the Company Disclosure Letter. DigitalOps, LLC, a wholly-owned subsidiary of the Company, does not currently have, nor has it ever had since its inception, any operations, revenues, assets or liabilities, and to the Saratoga Sellers’ knowledge, DigitalOps, LLC will not commence operations or acquire assets or incur any liabilities prior to Closing. The Company has the requisite organizational limited liability company 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. The Company is duly qualified or licensed to do business, business and is in good standing, existence in each jurisdiction where the character of the its properties owned, operated or leased by it or the nature of its business activities makes such qualification, licensing or good standing qualification necessary, except for such failures to be so qualifiedwhich would not result in any change, licensed effect or in good standing thatevent, individually or in the aggregate, have not had and would not reasonably be expected that is materially adverse to have the business, results of operations, assets, liabilities or financial condition of the Company, taken as a whole (a “Company Material Adverse Effect”); provided, however, that in determining whether there has been a Company Material Adverse Effect. , any adverse effect principally attributable to any of the following shall be disregarded: (a) general economic, business, industry or financial market conditions, except to the extent that such general economic, business, industry or financial market conditions are specific to the Company or its business or have a disproportionate effect upon the Company or its business; (b) Each Company Subsidiary is duly organized, validly existing and in good standing under the Laws taking 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 action required 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 Company Material Adverse Effect. this Agreement; (c) Section 4.1(c) the announcement or pendency of the Company Disclosure Letter sets forth a true and complete list of the Company 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”)transactions contemplated by this Agreement, including a list of each Company Subsidiary any suit, action 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary proceeding arising in connection therewith; and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) any breach of this Agreement by Purchaser. All the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity outstanding membership interests in the Company Subsidiaries have been duly authorized, validly issued, fully paid and are non-assessable. The Company does not directly or Other Company Subsidiariesindirectly own or control any interest in any other corporation, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)partnership, joint venture or other business association or entity.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation corporation, duly organized, incorporated and validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, Delaware 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, 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), except for such failures to have such power or authority that would not reasonably be so organized, in good standing or have certain power and authority thatexpected to have, individually or in the aggregate, have not had and a Company Material Adverse Effect. The Company is in good standing under the Laws of Delaware, except for such failures to be in good standing that would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries (each, a “Company Subsidiary Subsidiary”) is a corporation or other legal entity duly qualified or licensed to do businessorganized, validly existing and is in good standingstanding (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction of its incorporation or organization and has the requisite corporate or organizational, as the case may be, power and authority to carry on its business as it is now being conducted, 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 necessarycase, except for such failures as would not reasonably be expected to be so qualified, licensed or in good standing thathave, individually or in the aggregate, have not had 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 to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where 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 have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company has made available or caused to be made available to Parent true, correct and complete copies of (i) any amendments to the 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 and each Significant Company Subsidiary is in compliance in all material respects with its organizational and governing documents. (c) Section 4.1(c) of the Company Disclosure Letter Schedule sets forth as of the date hereof a true true, correct and complete list of the Company 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”)Subsidiaries, together with (i) the jurisdiction of incorporation organization or organizationincorporation, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither . Neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) Equity Interest in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary . All of the outstanding shares of capital stock of, or other Equity Interests in, each Company Subsidiary have been duly authorized and investments in bank time deposits validly issued and money market accounts)are fully paid and nonassessable. All of the outstanding shares of capital stock of, or other Equity Interests in, each Company Subsidiary are owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Maryland and Delaware. The Company 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, except where the failure to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company is duly qualified or licensed to do business, business and is in good standing, standing 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, have has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has made available to Parent true and complete copies of (i) the Amended and Restated Certificate of Incorporation of the Company (the “Company Charter”), and (ii) the Amended and Restated Bylaws of the Company (the “Company Bylaws”), each as in effect as of the date hereof. Each of the Company Charter and the Company Bylaws is in full force and effect, and the Company is not in violation of any of the provisions of such documents. (c) Each Company Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so incorporated or organized, validly existing and in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. 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 assets and to carry on its business as it is now being conducted, except, with respect only except where the failure to each Company Subsidiary that would not constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X), for have such failures to be so organized, in good standing or have certain power and authority thatauthority, individually or in the aggregate, have has 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, business and is in good standing, standing 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, have has not had and would not reasonably be expected to have a Company Material Adverse Effect. (cd) Section 4.1(c) 3.01 of the Company Disclosure Letter sets forth a true and complete list of the all Company 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”)Subsidiaries, including a list of each Company Subsidiary or Other Company Subsidiary that that, as of the date hereof, is a “qualified REIT subsidiary” within significant subsidiary (as such term is defined in Rule 12b-2 promulgated under the meaning of Section 856(i)(2Exchange Act) of the Code Company (“Qualified REIT Subsidiary”) or each a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Significant Subsidiary”), together with (i) the its jurisdiction of incorporation or organization, as organization and the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and stock or other beneficial, as well as any debt (whether as a creditor or borrower), equity interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other another Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State jurisdiction of Maryland its formation 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. The Company is duly qualified or licensed to do businesstransact business and, and where applicable, is in good standing, standing in each jurisdiction where in which the character nature of the properties ownedoperated, operated owned or leased by it or the nature of its the business conducted by it makes such qualification, licensing or good standing qualification necessary, except for such failures where the failure to be so qualified, licensed qualified or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect (as defined in Section 4.1(b)). (b) Each Company Subsidiary For purposes of this Agreement, the term “Material Adverse Effect” shall mean any change, circumstance, event or effect that (i) is duly organizedmaterially adverse to the business, validly existing and in good standing under the Laws operations, assets, properties, liabilities, financial condition or results of operations of the jurisdiction of Company and its incorporation Subsidiaries (as defined below), taken as a whole, or organization(ii) prevents or materially impedes, as interferes with, hinders or delays (to a date beyond 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” Outside Date (as defined in Rule 1-02 Section 8.1)) the consummation by the Company of Regulation S-X), for such failures to be so organized, in good standing the Merger 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 standingother transactions contemplated by this Agreement, in each jurisdiction where case other than any change, circumstance, event or effect arising out of or resulting from: (i) conditions generally affecting the character of the properties owned, operated United States economy or leased by it generally affecting one 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company Subsidiaries and each other corporate or non-corporate subsidiary more industries in which the Company owns and/or any direct or indirect votingof its Subsidiaries operates, capitalbut only to the extent that the impact of such conditions on the Company and its Subsidiaries, profits or taken as a whole, is not disproportionate to the impact on other beneficial interest (“Other similarly situated companies in the same industries in which the 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, its Subsidiaries conduct their business; (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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, failure by the Company in to meet analysts’ published revenue or earnings predictions or any internal or disseminated projections, forecasts or revenue or earnings predictions for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement provided that the facts, causes and to each Company Subsidiary and each Other Company Subsidiary, circumstances underlying such failure may be considered a Material Adverse Effect; (iii) terrorism or the names engagement by the United States in hostilities or acts of war, but only to the extent that the impact thereof on the Company and the type of and percentage of votingits Subsidiaries, equity, profits, capital and other beneficial, as well as any debt (whether taken as a creditor or borrower)whole, interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes) by any Person is not disproportionate to the impact on other than similarly situated companies in the same industries in which the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge of the Company, each Other Company Subsidiary, and its Subsidiaries conduct their business; (iv) changes in generally accepted accounting principles as in effect on the classification for U.S. federal income tax purposes date hereof in the United States of each Company Subsidiary and each Other Company Subsidiary. America (d“GAAP”); or (v) Except as set forth in Section 4.1(d) announcement, execution, delivery, performance, consummation or anticipation of the Company Disclosure Lettertransactions contemplated by, neither or compliance with, this Agreement and the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)transactions contemplated hereby.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) is a corporation or other entity duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland its organization and has the requisite organizational power and authority and any all necessary governmental authorization approvals to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 except where the failure to be so organized, existing or in good standing or to have certain power such power, authority and authority thatgovernmental approvals would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Except as set forth in Section 3.01(a) of the Company Disclosure Schedule, each of the Company and each 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 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, have not had and that would not reasonably be expected to have a Company Material Adverse Effect. . As used in this Agreement, the term “Company Material Adverse Effect” means any event, circumstance, development, change or effect that individually or in the aggregate with all other events, circumstances, developments, changes and effects, is Table of Contents materially adverse to the business, operations, assets, condition (cfinancial or otherwise) Section 4.1(c) or results of operations of the Company Disclosure Letter sets forth and the Subsidiaries taken as a true whole or would reasonably be expected to prevent or materially delay the consummation of the Merger and complete list the other transactions contemplated hereby (collectively, the “Transactions”) or prevent or materially impair or delay the ability of the Company Subsidiaries and each other corporate or non-corporate subsidiary to perform its obligations hereunder; provided, however, that in which the Company owns no event shall 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”) following, alone or a “taxable REIT subsidiary” within the meaning of Section 856(l) in combination, be deemed to constitute, nor shall any of the Code (“Taxable REIT Subsidiary”)following be taken into account in determining whether there has been, together with or will be, a Company Material Adverse Effect: any event, circumstance, change or effect resulting from or relating to (i) the jurisdiction of incorporation a change in general economic or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiaryfinancial market conditions, (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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company change in and to each Company Subsidiary and each Other Company Subsidiaryindustry conditions, (iii) the names any acts of and the type of and percentage of votingterrorism or war, 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 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 U.S. federal income tax purposes announcement of each Company Subsidiary the execution of this Agreement or the pendency or consummation of the Transactions, or (v) compliance with the terms of, or the taking of any action required by, this Agreement; provided further that the exceptions set forth in clauses (iv) and each Other Company Subsidiary. (dv) Except as will not apply with respect to the representations and warranties set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)3.05.

Organization and Qualification; Subsidiaries. (a) The Company Each of Parent and its subsidiaries is a corporation corporation, limited partnership or limited liability company, duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland and its incorporation or organization, has the all requisite organizational corporate, limited partnership or limited liability company 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. The Company conducted and is duly qualified or licensed and in good standing to do business, and is in good standing, business in each jurisdiction where in which the character nature of the properties owned, operated or leased business conducted by it or the nature ownership or leasing of its business properties makes such qualification, licensing or good standing qualification necessary, except for such failures other than where the failure to be so qualified, licensed or duly qualified and in good standing would not have a Parent Material Adverse Effect. The term "Parent Material Adverse Effect" as used in this Agreement shall mean any change or effect that, individually or when taken together with all other such changes or effects, would be materially adverse to the business, operations, assets, financial condition, or results of operations of the Parent and its subsidiaries, taken as a whole; provided, that none of the following shall be deemed in and of themselves to constitute, and none of the aggregatefollowing shall be taken into account in determining whether there has been, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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) any change in the jurisdiction market price or trading volume of incorporation or organization, as the case may be, capital stock of each Company Subsidiary and each Other Company Subsidiarythe Parent after the date hereof, (ii) the type suspension of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor trading in securities generally on the NYSE or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly the American Stock Exchange or indirectly, by the Company in and to each Company Subsidiary and each Other Company SubsidiaryNASDAQ National Market, (iii) any adverse change, event, development or offset arising from or relating to (A) general business or economic conditions or (B) general business or economic conditions relating to any industries in which the names Parent or any of and the type of and percentage of votingits subsidiaries participates, 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 the Company or a Company Subsidiary in each Company Subsidiary and, case which is not specific to the knowledge of the Company, each Other Company SubsidiaryParent and its subsidiaries, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letterany adverse change, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).event,

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and and, to the knowledge of the Company, each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company Each of EBC and each subsidiary of EBC (each a “Subsidiary”) is a corporation corporation, limited liability company, limited partnership or limited liability partnership duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland its organization 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. The Company Each of EBC and 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 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, have not had and that would not reasonably be expected to have a Company EBC Material Adverse Effect. (b) Each Company Subsidiary is duly organized. The term “EBC Material Adverse Effect” means any event, validly existing and in good standing under the Laws of the jurisdiction of its incorporation circumstance, development, change 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 effect that, individually or in the aggregateaggregate with all other events, have not had circumstances, developments, changes and effects, is materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of EBC and the Subsidiaries taken as a whole or would not reasonably be expected to have a Company prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby (collectively, the “Transactions”) or prevent or materially impair or delay the ability of EBC or the Major EBC Shareholders to perform their respective obligations hereunder; provided, however, that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, an EBC Material Adverse Effect. Each Company Subsidiary is duly qualified : any adverse change, event, condition, development, or licensed effect arising from or relating 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation general business or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiaryeconomic conditions, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor national or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly international political or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiarysocial conditions, (iii) the names of and the type of and percentage of votingchanges in laws, equityrules, profitsregulations, capital and orders, or 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) binding directives issued by any Person other than the Company Governmental Authority, or a Company Subsidiary in each Company Subsidiary and, to the knowledge of the Company, each Other Company Subsidiary, and (iv) any public announcement concerning, or the classification for U.S. federal income tax purposes taking of each Company Subsidiary any action contemplated by this Agreement and each Other Company Subsidiarythe other agreements contemplated herein. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedcorporation, validly existing and in good standing under the laws Laws of the State of Maryland 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. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character Each of the properties ownedCompany’s Subsidiaries (each, operated a “Company Subsidiary”) is a corporation 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 Company Material Adverse Effect. (b) Each Company Subsidiary is 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 organizationorganization and has 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, with respect only to in each Company Subsidiary that case except as would not constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X), for such failures reasonably be expected to be so organized, in good standing or have certain power and authority thathave, individually or in the aggregate, have a Company Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified to do business and is in good standing (with respect to jurisdictions which 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 has 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 thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has made available or caused to be made available to Merger Sub true, correct and complete copies of (i) any amendments to the Restated Certificate of Incorporation of the Company (the “Company Charter”) not filed prior to the date hereof with the SEC, (ii) any amendments to the Bylaws of 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 Company Subsidiary. The Company is in compliance in all material respects with the provisions of the Company Charter and the Company Bylaws. (c) Section 4.1(c3.1(c) of the Company Disclosure Letter sets forth as of the date hereof a true true, correct and complete list of the Company 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”)Subsidiaries, together with (i) the jurisdiction of incorporation organization or organizationincorporation, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither . Neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) material Equity Interest in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each subsidiary of the Company (collectively, the "Company Subsidiaries") is a corporation duly organizedincorporated, -------------------- validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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, 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 except where the failure to be so organized, existing or in good standing or to have certain power such power, authority and authority thatgovernmental approvals, individually or in the aggregate, have not had resulted and would could not reasonably be expected to have result in a Company Material Adverse EffectEffect on the Company. Each of the Company and 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 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, have not had resulted and would could not reasonably be expected to have result in a Company Material Adverse EffectEffect on the Company. For purposes of this Agreement, "Material Adverse Effect on the ------------------------------ Company" means any change in or effect on the business, assets, properties, ------- results of operations or condition (financial or otherwise) of the Company or any Company Subsidiary that is or could reasonably be expected to be materially adverse to the Company and the Company Subsidiaries, taken as a whole, or that could reasonably be expected to materially impair the ability of the Company to perform its obligations under this Agreement or consummate the Merger and the other transactions contemplated hereby. (cb) Section 4.1(c) of the The Company Disclosure Letter sets forth a true complete and complete correct list of all of the Company Subsidiaries and each other corporate or non-corporate subsidiary in which the Company owns any direct or indirect votingSubsidiaries, capital, profits or other beneficial interest (“Other Company Subsidiary”), including a list their respective jurisdictions 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of organization 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), directly or indirectly, ownership by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither . Neither the Company nor any Company Subsidiary, directly or indirectly, owns Subsidiary holds any interest or investment (whether equity or debt) in any Person (person other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)so listed.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Maryland Maryland. The Operating Partnership is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each other Company Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing, as applicable, under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so would not, individually or in the aggregate, 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 requisite organizational case may be, 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. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction except where the character of the properties owned, operated or leased by it or the nature of its business makes failure to have such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing thatpower and authority would not, individually or in the aggregate, reasonably be expected to have not had 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 or in good standing would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Each The Company Subsidiary is duly organized, validly existing has made available to Parent true and in good standing under complete copies of (i) the Laws charter of the jurisdiction of its incorporation or organizationCompany (the “Company Charter”), (ii) the Bylaws, as amended, of the case may beCompany (the “Company Bylaws”) and (iii) the Operating Partnership Agreement and the certificate of formation of the Operating Partnership, each as in effect as of the date hereof and together with all amendments thereto. Each of the Company Charter, Company Bylaws, the Operating Partnership Agreement and the certificate of formation of the Operating Partnership is in full force and effect, and has neither the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to Company nor 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 Operating Partnership is in good standing, in each jurisdiction where the character violation of any of the properties owned, operated or leased by it or the nature provisions 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 Company Material Adverse Effectdocuments. (c) Section 4.1(c4.01(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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”)Company, together with (i) the its jurisdiction of organization or incorporation or organization, as and the case may be, of each Company Subsidiary and each Other Company Subsidiary, ownership interest (ii) the type of and percentage interest) 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), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary and any other person, as applicable, in each Company Subsidiary and, to the knowledge of the Company, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company such Subsidiary. (d) Except as set forth in Section 4.1(d4.01(d) of the Company Disclosure LetterLetter sets forth a complete list of persons, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of in which the Company or any Company Subsidiary has an equity interest having a fair market value in excess of $2,000,000, together with the Company’s or applicable Company Subsidiary’s ownership interests and investments stated percentage interests in bank time deposits and money market accounts)each such entity.

Organization and Qualification; Subsidiaries. (a) The Company and each Company Subsidiary (as hereinafter defined) is a corporation or limited liability company, as the case may be, duly organizedincorporated or formed, as the case may be, validly existing and in good standing under the laws of the State jurisdiction of Maryland its incorporation 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 conductedconducted except where the failure to be in good standing or to have such governmental approvals would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially delay the consummation of the Transactions. 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 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 failure to be so qualified, qualified or licensed or and in good standing thatthat would not, individually or in the aggregate, have not had a Company Material Adverse Effect or prevent or materially delay the consummation of the Transactions. The term "Company Material Adverse Effect" means, for all purposes of this Agreement, any effect, circumstance or change in the business of the Company and would not the Company Subsidiaries that is or is reasonably likely to be expected materially adverse to have the business, operations, properties, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, provided that none of the following shall constitute a Company Material Adverse Effect. : (bi) Each Company Subsidiary is duly organized, validly existing and a change in good standing under the Laws market price or trading volume of the jurisdiction Common Stock in and of its incorporation or organizationitself, 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 shall 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 ; provided that a change in market price or licensed to do business, and is in good standing, in each jurisdiction where the character trading volume of the properties ownedCommon Stock may be used, operated as applicable, as evidence that some other effect, circumstance or leased by it change has had or the nature of its business makes such qualificationis reasonably likely to have, 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 Company Material Adverse Effect. , (cii) occurrences due to a disruption of the Company's or its subsidiaries' businesses as a result of the announcement of the execution of this Agreement or changes caused by the taking of any action required by this Agreement or (iii) general changes in economic conditions or any changes affecting the post-production media service industry in which the Company and its subsidiaries operate which do not have a materially disproportionate effect on the Company and its subsidiaries taken as a whole. For purposes of this Agreement, the term "Company Subsidiary" shall mean a subsidiary of the Company that is identified as such in Section 4.1(c) 5.1 of the Company Disclosure Letter Schedule. Section 5.1 of the Company Disclosure Schedule sets forth a true complete and complete accurate list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge all subsidiaries of the Company, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) . Except as set forth in Section 4.1(d) 5.1 of the Company Disclosure LetterSchedule, neither the Company nor any Company Subsidiary, owns directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in indirectly all of the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary issued and outstanding shares of capital stock of the Company and investments Subsidiaries. Other than as set forth in bank time deposits and money market accounts)Section 5.1 of the Company Disclosure Schedule, as of the date of this Agreement the Company has no other equity interest or profit participation in any other entity.

Organization and Qualification; Subsidiaries. (a) The Each of Company and its subsidiaries is a corporation duly organized, validly existing and in good standing (where such concept is applicable) under the laws of the State jurisdiction of Maryland its formation and has the requisite organizational corporate or other 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. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction conducted except where the character of the properties ownedfailure to have such power and authority would not, operated or leased by it or the nature of its business makes such qualificationreasonably be expected to be, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, either individually or in the aggregate, have not had material to Company and would not reasonably be expected to have its subsidiaries, taken as a whole. Each of Company Material Adverse Effect. and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (b“Approvals”) Each Company Subsidiary is duly 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, 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, with respect only except where the failure to each Company Subsidiary that have such Approvals would not constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X)reasonably be expected to be, for such failures to be so organized, in good standing or have certain power and authority that, either individually or in the aggregate, have not had material to Company and would not reasonably be expected to have its subsidiaries, taken as a Company Material Adverse Effectwhole. Each of Company Subsidiary and its subsidiaries is duly qualified or licensed as a foreign corporation or other entity to do business, and is in good standingstanding (where such concept is applicable), 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 to be so qualified, duly qualified or licensed or and in good standing thatthat would not reasonably be expected to be, either individually or in the aggregate, have not had material to Company and would not reasonably be expected to have its subsidiaries, taken as a Company Material Adverse Effectwhole. (cb) Section 4.1(c) of the Company Disclosure Letter sets forth a A true and complete list of all subsidiaries of Company is set forth in Exhibit 21 to Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 (the “Company Subsidiaries Form 10-KSB”). Company is the owner of all outstanding shares of capital stock of each subsidiary of Company and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each other corporate or non-corporate subsidiary in which the of Company owns are owned free and clear of all encumbrances. Neither Company nor any direct or indirect votingof its subsidiaries has agreed nor is obligated to make nor be bound by any written, capital, profits oral or other beneficial interest agreement, contract, subcontract, lease, binding understanding, instrument, note, bond, mortgage, indenture, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, permit, franchise, commitment or undertaking of any nature (each a “Other Company SubsidiaryContract”), 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) as of the Code (“Qualified REIT Subsidiary”) date hereof or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”)as may hereafter be in effect under which it may become obligated to make, together with (i) the jurisdiction of incorporation any future investment in or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and contribution to any 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), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the entity. Neither Company nor any Company Subsidiary, of its subsidiaries directly or indirectly, 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. There are no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) in of any Person (character issued or authorized by Company or any subsidiary of Company relating to the issued or unissued capital stock of any of the subsidiaries of Company or obligating Company or any of its subsidiaries to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other than equity interests in the Company Subsidiaries or Other Company Subsidiariesin, loans to any Taxable REIT Subsidiary subsidiary of the Company and investments in bank time deposits and money market accounts)Company.

Organization and Qualification; Subsidiaries. (a) The Except as set forth in Section 3.01(a) of the Disclosure Schedule attached hereto and forming a part of this Agreement (the "Disclosure Schedule"), the Company is a corporation and each subsidiary of the Company (the "Company Subsidiaries") has been duly organized, and is validly existing and in good standing under the laws of the State jurisdiction of Maryland 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. The Each of the Company and each of the Company 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 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 in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 materially delay consummation 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 Merger and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do businessFor purposes of this Agreement, 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 Company "Material Adverse Effect. (c) Section 4.1(c) " means any event, circumstances, change in or effect on the business of the Company Disclosure Letter sets forth a true and complete list of the Company Subsidiaries and each other corporate or non-corporate subsidiary in which the Company owns any direct or indirect votingSubsidiaries, capitaltaken as a whole, profits or other beneficial interest (“Other Company Subsidiary”)that, 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”), when taken together with (i) all other events, circumstances, changes and effects occurring after the jurisdiction date hereof that do not individually have a Material Adverse Effect and all other circumstances that would, but for the fact that they do not individually have a Material Adverse Effect, constitute a breach of incorporation any representation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, warranty made by the Company in and this Agreement, is, or is reasonably likely to each Company Subsidiary and each Other Company Subsidiarybe, (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 the Company or a Company Subsidiary in each Company Subsidiary and, materially adverse to the knowledge business, financial condition, results of the Company, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly operations or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary prospects of the Company and investments in bank time deposits and money market accounts)the Company Subsidiaries taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and Company LP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Virginia. Each of Company and Company LP 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 Each of Company and Company LP 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 thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary and, to the Knowledge of the Company, each Timbercreek Entity 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), except for such failures to be so organizedqualified, licensed or in good standing or have certain power and authority thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary and, to the Knowledge of the Company, each Timbercreek 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 thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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”)Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes)held, directly or indirectly, by the Company, Company in and to each LP or Company Subsidiary and in each Other Company 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 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 U.S. United States federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in on Section 4.1(d) of the Company Disclosure Letter, neither the Company, Company LP nor any Company Subsidiary, Subsidiary directly or indirectly, indirectly owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accountsshort-term investment securities).

Organization and Qualification; Subsidiaries. (a1) The Each of the Company and each subsidiary of the Company (collectively, the "COMPANY SUBSIDIARIES") has been duly organized and is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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, 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 except where the failure to be so organized, existing or in good standing or to have certain power such power, authority and authority thatgovernmental approvals, individually or in the aggregate, have not had resulted and would not reasonably be expected to have result in a Company Material Adverse EffectEffect on the Company. Each of the Company and 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 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, have not had resulted and would not reasonably be expected to have result in a Company Material Adverse Effect. Effect on the Company. For purposes of this Agreement, "MATERIAL ADVERSE EFFECT ON THE COMPANY" means any change in or effect on the business, assets, properties, results of operations or condition (c) Section 4.1(cfinancial or otherwise) of the Company Disclosure Letter sets forth or any Company Subsidiaries that is or would reasonably be expected to be materially adverse to the Company and the Company Subsidiaries, taken as a true and complete list whole, or that would reasonably be expected to materially impair the ability of the Company Subsidiaries and each other corporate to perform its obligations under this Agreement or non-corporate subsidiary in which consummate 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of Merger 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiarytransactions contemplated hereby. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Each of Parent and the Company and each Subsidiary of the Company (collectively, the "COMPANY SUBSIDIARIES") has been duly organized and is a corporation duly organized, validly existing and in good standing under the laws of the State of 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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, 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 of the Company and 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 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, have not had resulted and would could not reasonably be expected to have result in a Company Material Adverse Effect. (c) Section 4.1(c) Effect on the Company. For purposes of this Agreement, "MATERIAL ADVERSE EFFECT ON THE COMPANY" means any change in or effect on the business, assets, properties, results of operations or financial condition of the Company Disclosure Letter sets forth a true and complete list of the Company 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 or could reasonably be expected to be materially adverse to the meaning of Section 856(i)(2) of Company and the Code (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”)Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether taken as a creditor whole, or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly that could reasonably be expected to materially impair the ability of Parent or indirectly, by the Company to perform in and any material respect their respective obligations under this Agreement or, with respect to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary andthe Registration Rights Agreement or consummate the transactions contemplated hereby or, with respect to the knowledge of the Company, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiarythereby. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the State jurisdiction of Maryland 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, in the case of any such Subsidiary, where any such failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, have a 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 or leased by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for other than in such failures jurisdictions where any such failure to be so qualified, qualified or licensed or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. “Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that, individually or in the aggregate, have not had and is or would not reasonably likely to be expected to have a Company Material Adverse Effect. (bA) Each Company Subsidiary is duly 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, materially adverse 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 financial condition or results 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 Company Material Adverse Effect. (c) Section 4.1(c) operations of the Company Disclosure Letter sets forth and its Subsidiaries taken as a true and complete list whole or (B) materially adverse to the ability of the Company Subsidiaries to perform its obligations under this Agreement; provided, however, that 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 each other corporate none of them shall be taken into account in determining whether there has been or non-corporate subsidiary could or would be, a Material Adverse Effect pursuant to clause (A) above: (i) economic, financial market, or geopolitical conditions in general, (ii) general changes or developments in the industries in which the Company owns any direct and its Subsidiaries (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)(2their respective customers) 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiaryoperate, (iii) the names announcement of this Agreement and the type transactions contemplated hereby (it being understood that any adverse change in the Company’s supply relationships following the announcement of this Agreement shall not be deemed to be a change, effect, event, circumstance, occurrence or state of facts relating to or resulting from such announcement), (iv) any actions required under this Agreement, (v) changes in any laws or regulations or applicable accounting regulations or principles or interpretations thereof (so long as such changes were either published in the Federal Register prior to the date of this Agreement or were otherwise publicly proposed by the applicable Governmental Entity in one or more releases or notices published prior to the date of this Agreement), (vi) changes in the market price or trading volume of the Common Stock or the failure, in and percentage of votingitself, equity, profits, capital and other beneficialby the Company to meet any expected or projected financial or operating performance target, as well as (in and of itself) any debt change by the Company in any expected or projected financial or operating performance target (it being understood that the facts or occurrences giving rise or contributing to such change or failure may be deemed to constitute and may be taken into account in determining whether there has been or could or would be a Material Adverse Effect), (vii) acts of God, national or international hostilities, war (whether as a creditor or borrower), interest held not declared) or terrorism or (including capital account balances for viii) any entity treated as a partnership for U.S. federal income tax purposes) litigation brought or threatened by any Person other than the stockholders of the Company (whether on behalf of the Company or a Company Subsidiary otherwise) arising out of or in connection with the existence, announcement or performance of this Agreement or the transactions contemplated hereby, unless, in the case of each Company Subsidiary andof clauses (i), to the knowledge of the Company, each Other Company Subsidiary, (ii) and (ivvii) the classification for U.S. federal income tax purposes above, such changes, effects, events, circumstances, occurrence or state of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of facts have a materially disproportionate effect on the Company and investments its Subsidiaries, taken as a whole, relative to other participants in bank time deposits the industries in which the Company and money market accounts)its Subsidiaries operate.

Organization and Qualification; Subsidiaries. (a) The Each of the Company and each subsidiary of the Company (each, a “Subsidiary”) is a corporation corporation. limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland its organization 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, except, in the case of the Subsidiaries, where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not have a Company Material Adverse Effect. The Each of the Company and each Subsidiary set forth on Section 3.01(a) of the Company Disclosure Schedule (each a “Material 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 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 in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 The term “Company Subsidiary is duly qualified Material Adverse Effect” means any event, circumstance, development, change 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 effect that, individually or in the aggregateaggregate with all other events, have circumstances, developments, changes and effects, (i) is materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, (ii) has arisen out of the operations or relates directly to the assets of the Company or its Subsidiaries (and not had the industry generally) and would not reasonably be likely to be materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries, taken as a whole, or (iii) would reasonably be expected to have prevent the consummation of the Merger or prevent the Company from performing its obligations under this Agreement; provided, that in no event would any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, or will be, a “Company Material Adverse Effect. ”: any event, circumstance, change or effect resulting from or relating to (cA) Section 4.1(ca change in general economic or financial market conditions, (B) any acts of terrorism or war (except, in the case of (A) and (B), to the extent such event, circumstance, change or effect has had a disproportionate effect on the Company Disclosure Letter sets forth and the Subsidiaries taken as a true and complete list of whole as compared to other persons in the Company Subsidiaries and each other corporate or non-corporate subsidiary industry in which the Company owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Company Subsidiary”and the Subsidiaries conduct their business), including a list of each Company Subsidiary or Other Company Subsidiary that is a “qualified REIT subsidiary” within (C) the meaning of Section 856(i)(2) announcement of the Code (“Qualified REIT Subsidiary”) execution of this Agreement or a “taxable REIT subsidiary” within the meaning of Section 856(l) pendency or consummation of the Code Merger, or (“Taxable REIT Subsidiary”)D) compliance with the terms of, together or the taking of any action required by, this Agreement; provided, further, that solely with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary and, respect to the knowledge of the Company, each Other Company Subsidiary, representations and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as warranties set forth in Section 4.1(d3.05, the exceptions set forth in clauses (C) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment and (whether equity or debtD) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)shall not apply.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Each of the State of Maryland 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept 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, 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 except where any such failures failure to be so organized, existing or in good standing or to have certain such power and or authority thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect (as defined herein). Each of the Company Subsidiary and its subsidiaries is duly qualified or licensed to do business, and is in good standing, business in each jurisdiction where the character of the its properties owned, leased or operated or leased by it or the nature n ature 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 would not, individually or in the aggregate, have not had and a Material Adverse Effect. “Material Adverse Effect” means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects, or occurrences, (a) has or would not be reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) material adverse effect on or with respect to the assets, business, results of operations or financial condition of the Company Disclosure Letter sets forth and its subsidiaries taken as a true and complete list whole or (b) would prevent, materially delay or materially impede the ability of the Company Subsidiaries and each other corporate to consummate the Merger, provided, however, that, in the case of (a) only, a Material Adverse Effect shall not include facts, circumstances, events, changes, effects or non-corporate subsidiary occurrences (i) generally affecting the economy or the financial, debt, credit or securities markets in the United States, including as a result of changes in geopolitical conditions, (ii) generally affecting any of the industries in which the Company owns or its subsidiaries operate, (iii) resulting from the announcement of this Agreement and the transactions contemplated hereby, including any direct stockholder litigation relating thereto or indirect votingincluding any termination of, capitalreduction in or similar negative impact on relationships, profits contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company and its subsidiaries due to the announcement and performance of this Agreement or the identity of the parties to this Agreement, or the performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein, (iv) resulting from any actions expressly required under this Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the consummation of the Merger, (v) resulting from changes after the date hereof in any applicable laws or applicable accounting regulations or principles or interpretations thereof, provided that in the case of this clause (v) such changes shall not be excluded to the extent that such changes have a materially disproportionate effect on the Company and its subsidiaries taken as a whole compared with other companies operating in any of the principal industries in which the Company and its subsidiaries operate, (vi) resulting from any outbreak or escalation of hostilities or war or any act of terrorism, or (vii) resulting from any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other beneficial interest financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to any such failure that are not otherwise excluded from the definition of a “Other Company Subsidiary”Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect), including a list except, in the case 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 clauses (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary), (ii) the type of and percentage of voting(vi) above, equitysuch facts, profitscircumstances, capital and other beneficialchanges, as well as any debt (whether as a creditor events, effects or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary and, occurrences shall not be excluded to the knowledge of the Company, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of extent that they have a materially disproportionate effect on the Company and investments its subsidiaries taken as a whole compared with other companies operating in bank time deposits any of the principal industries in which the Company and money market accounts)its subsidiaries operate.

Organization and Qualification; Subsidiaries. (a) The Except as set forth in Section 3.01(a) of the Company Disclosure Schedule, the Company and each Company Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland its incorporation or formation and 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 to carry on its business as it is now being conducted, except where the failure to be organized, existing, in good standing or to have such power or authority has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would not, or would not reasonably be likely to, prevent or delay the consummation of the Merger. The Except as set forth in Section 3.01(a) of the Company Disclosure Schedule, each of the Company and the Company Subsidiaries is duly qualified or licensed as a foreign corporation or organization to do business, and is in good 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 have not had or would not reasonably be expected to have, individually or in the aggregate, have not had and a Material Adverse Effect or would not, or would not reasonably be expected to have a Company Material Adverse Effectlikely to, prevent or delay the consummation of the Merger. (b) Each Company Subsidiary is duly 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 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 Company Material Adverse Effect. (c) Section 4.1(c3.01(b) of the Company Disclosure Letter sets Schedule lists each Company Subsidiary and its jurisdiction of organization. All of the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable and, except as set forth a true in Section 3.01(b) of the Company Disclosure Schedule, are owned by the Company, free and complete list clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens"). Except for its interests in the Company Subsidiaries and each other corporate or non-corporate subsidiary except for the ownership of interests set forth 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)(23.01(b) of the Code (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within Company Disclosure Schedule, the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes)does not own, directly or indirectly, by the Company in and or have any outstanding contractual obligation to each Company Subsidiary and each Other Company Subsidiaryacquire, (iii) the names of and the type of and percentage of votingany capital stock, equitymembership interest, profitspartnership interest, 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any joint venture interest or investment (whether other equity or debt) interest in any Person (corporation, partnership, joint venture or other than equity interests in the Company Subsidiaries business association or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts)entity.

Organization and Qualification; Subsidiaries. (a) The -------------------------------------------- Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland New York. Each of the Company's subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of its 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. The , and, except as set forth on Section 4.1 of the Company Disclosure Schedule, is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where in which the character nature of its business or the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for where the failure to have such failures power or authority, or the failure to be so qualified, licensed or in good standing thatstanding, would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organizedEffect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, validly existing and means any change in good standing under or effect on the Laws business, financial condition or results of operations of the jurisdiction Company or any 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 subsidiaries 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 be materially adverse to the Company and its subsidiaries taken as a Company whole; provided, however, that -------- ------- "Material Adverse Effect. Each Company Subsidiary is duly qualified Effect on the Company" shall not include any change, effect, condition, event or licensed circumstance to do businessthe extent attributable to (i) changes, and is in good standingeffects, in each jurisdiction where conditions, events or circumstances that generally affect 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company Subsidiaries and each other corporate or non-corporate subsidiary industries 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiaryoperates, (ii) general economic conditions or change, effects, conditions or circumstances affecting the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor U.S. securities markets generally or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) changes, effects, conditions, events or circumstances arising from the names announcement of the execution of this Agreement. The Company has heretofore provided or made available to Parent and the type Purchaser a complete and correct copy of the Restated Certificate of Incorporation and percentage of votingthe By-Laws or comparable organizational documents, equity, profits, capital and other beneficial, each 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 the Company or a Company Subsidiary in each Company Subsidiary and, amended to the knowledge of the Companydate hereof, each Other Company Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits each of its United States subsidiaries and money market accounts)has provided a complete and correct copy of the Rights Agreement as amended to the date hereof.

Organization and Qualification; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the State jurisdiction of Maryland 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 would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below). The Company and each subsidiary set forth in Section 3.1 of the Company Disclosure Schedule (each, a "Material 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 or leased by it 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 would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly 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 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 Company "Material Adverse Effect. (c) Section 4.1(c) "" means any change, circumstance, effect, event or occurrence that would be materially adverse to the assets, liabilities, business, financial condition or results of operations of the Company Disclosure Letter sets forth and its subsidiaries taken as a true and complete list of whole, other than any change or effect resulting from (i) changes in general economic conditions, (ii) general changes or developments in the Company Subsidiaries and each other corporate or non-corporate subsidiary industries 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiaryits subsidiaries operate, (iii) the names announcement of this Agreement and the type of and percentage of votingtransactions contemplated hereby, equityincluding any termination of, profitsreduction in or similar negative impact on relationships, capital and other beneficialcontractual or otherwise, as well as with any debt (whether as a creditor customers, suppliers, distributors, partners 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary employees of the Company and investments its subsidiaries to the extent due to the announcement and performance of this Agreement or the identity of the parties to this Agreement, or the performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein, (iv) any actions required under this Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the consummation of the Merger or (v) changes in bank time deposits any tax laws or regulations or applicable accounting regulations or principles, unless, in the case of the foregoing clauses (i) and money market accounts(ii), such changes referred to therein have a disproportionate effect on the Company and its subsidiaries taken as a whole relative to other participants in the industries in which the Company and its subsidiaries operate.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Each of the State of Maryland 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. The 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 Company Material Adverse Effect. (b) Each Company Subsidiary subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept 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, with respect only to each Company Subsidiary that would not constitute a “significant subsidiary” (as defined in Rule 1-02 the case of Regulation S-X)any subsidiary of the Company, for where any such failures failure to be so organized, existing or in good standing or to have certain such power and or authority thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect (as defined below). Each of the Company Subsidiary and its subsidiaries is duly qualified or licensed to do business, and is in good standing, business in each jurisdiction where the character of the its 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 any such failures failure to be so qualified, qualified or licensed or in good standing thatwhich would not, individually or in the aggregate, have not had and a Material Adverse Effect. “Material Adverse Effect” means any change, effect or circumstance that is, or would not reasonably be expected to have a Company Material Adverse Effect. be, individually or in the aggregate, materially adverse to the business, condition (cfinancial or otherwise) Section 4.1(c) or results of operations of the Company Disclosure Letter sets forth and its subsidiaries taken as a true and complete list whole, other than any change, effect or circumstance resulting from (i) changes in general economic, financial market or geopolitical conditions, (ii) general changes or developments in any of the Company Subsidiaries and each other corporate or non-corporate subsidiary industries 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiaryits subsidiaries operate, (iii) the names announcement of this Agreement and the type of and percentage of votingtransactions contemplated hereby, equityincluding any termination of, profitsreduction in or similar negative impact on relationships, capital and other beneficialcontractual or otherwise, as well as with any debt (whether as a creditor customers, suppliers, distributors, partners 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary employees of the Company and investments its subsidiaries to the extent due to the announcement and performance of this Agreement or the identity of Parent, or the performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein, (iv) any actions required under this Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the consummation of the Merger, (v) changes in bank time deposits any applicable laws or regulations or applicable accounting regulations or principles or interpretations thereof, (vi) any outbreak or escalation of hostilities or war or any act of terrorism, or (vii) any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and money market accountsof itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be taken into account in determining whether there has been a Material Adverse Effect); provided that, in the case of the immediately preceding clauses (i), (ii), (v) and (vi), such changes, effects or circumstances do not affect the Company or its subsidiaries disproportionately relative to other similarly situated companies operating in the same industries.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Maryland Delaware 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. The Company is duly qualified or licensed to do businesstransact business and, and where applicable, is in good standing, standing in each jurisdiction where the character of in which the properties owned, operated owned or leased by it or the nature of its the business conducted by it makes such qualification, licensing or good standing qualification necessary, except for such failures where the failure to be so qualified, licensed qualified or in good standing thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary For purposes of this Agreement, (i) any reference to any event, change or effect being “material” with respect to any entity means an event, change or effect that is duly organizedmaterial in relation to the financial condition, validly existing businesses or results of operations of such entity and in good standing under its Subsidiaries taken as a whole; and (ii) the Laws term “Material Adverse Effect” shall mean a material adverse effect on the financial condition, businesses or results of operations of the jurisdiction Company and its Subsidiaries taken as a whole; provided, that the following shall not be deemed to have a Material Adverse Effect: any change or event caused by or resulting from (A) changes, after the date hereof, in prevailing economic or market conditions in the United States, (B) changes or events, after the date hereof, affecting the industries in which the Company and its Subsidiaries operate generally, (C) changes, after the date hereof, in generally accepted accounting principles or requirements applicable to the Company and its Subsidiaries, (D) changes, after the date hereof, in laws, rules or regulations of its incorporation general applicability or organizationinterpretations thereof by any Governmental Authority (except, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization with respect to own, lease andeach of clauses (A) through (D) of this Section 3.1(b)(ii), to the extent applicablethose changes or events have a disproportionate effect on the Company and its Subsidiaries relative to other similarly situated participants in the industries in which they operate), operate (E) changes or events, after the date hereof, arising from the announcement or pendency of the Merger or the transactions contemplated by this Agreement other than changes or events directly affecting the customers, suppliers or employees of the Company and its properties Subsidiaries; (F) any change in the trading price of the Company Common Stock in and of itself, (G) any failure, in and of itself, by the Company to carry on its business as meet internal or other estimates, predictions, projections or forecasts of revenue, net income or any other measure of financial performance (it is now being conducted, exceptunderstood that, with respect only to each Company Subsidiary that would not constitute a “significant subsidiary” clauses (as defined in Rule 1-02 of Regulation S-XF) and (G), for the facts or circumstances giving rise or contributing to such failures change in trading price or failure to meet estimates or projections may be so organizeddeemed to constitute, and shall be taken into account in good standing determining whether there has been, a Material Adverse Effect), or have certain power and authority that(H) any act of terrorism, commencement or escalation of armed hostilities in the U.S. or internationally against U.S. citizens or facilities in any other country which the Company or its Subsidiaries conduct business, or any declaration of war against the U.S. by any country in which the Company or its Subsidiaries conduct business. Notwithstanding any of the foregoing, (1) any change, event or occurrence (except with respect to any data relating solely to the efficacy of Xyrem in the treatment of fibromyalgia in the Company’s pending SXB-26 fibromyalgia proof of principle clinical trial) which, 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 material adverse effect on the results or licensed to do businessprospects of Xyrem and (2) the approval by the FDA of an ANDA for an AB-rated fomepizole injection, and is in good standing, in shall 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 be deemed 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company 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 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 U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the laws of the State of Washington. Section 3.01 of the Company Disclosure Schedule sets forth the percentage of all of the issued and outstanding shares of capital stock or other equity interests owned by the Company and its Subsidiaries in its Subsidiaries. Each of the Company's Subsidiaries is duly organized, validly existing and in good standing (where applicable) under the laws of the State jurisdiction of Maryland its incorporation or organization, except where the failure to be so organized, validly existing or in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each of its Subsidiaries has the requisite organizational power (corporate or otherwise) 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. The Company , and is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where in which the character nature of its business or the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for where the failure to have such failures power or authority or to be so qualified, licensed or in good standing thatwould not, individually or in the aggregate, have not had a Material Adverse Effect. The term "SUBSIDIARY," as used in this Agreement, means, with respect to any entity, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, which is consolidated with such entity for financial reporting purposes. Section 3.01 of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation and would not principal line of business of each Subsidiary of the Company. The term "MATERIAL ADVERSE EFFECT," as used in this Agreement, means any change or effect that is or could reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organizedbe materially adverse to the business, validly existing and in good standing under the Laws assets, results of operations or financial condition of the jurisdiction Company and its Subsidiaries, taken as a whole, except for any such change or effect arising out of its incorporation or organizationrelating to (i) the announcement of the transactions contemplated by this Agreement or actions by Parent, as Merger Sub or the case may beCompany required to be taken pursuant to this Agreement or the failure to take any actions that are prohibited by this Agreement, and has (ii) changes in general economic, regulatory or political conditions or changes affecting the requisite organizational power and authority and any necessary governmental authorization to owneconomy or the securities or financial markets in general, lease and, except to the extent applicablethat any such change or effect disproportionately affects the Company when compared to other members of the Company's industry, operate its properties and to carry on its business as it is now being conducted(iii) changes in laws, exceptrules, with respect only to each Company Subsidiary that would not constitute a “significant subsidiary” regulations or orders of any Governmental Entity (as defined herein) or interpretations thereof by any Governmental Entity or changes in Rule 1-02 of Regulation S-X)accounting rules, for except to the extent that any such failures change or effect disproportionately affects the Company when compared 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 other members of the properties ownedCompany's industry, operated or leased by it or (iv) changes affecting generally 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 Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true and complete list of the Company Subsidiaries and each other corporate or non-corporate subsidiary industry in which the Company owns conducts business, except to the extent that any direct such change 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 jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company 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 held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by effect disproportionately affects the Company in and when compared to each Company Subsidiary and each Other Company 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 the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge members of the Company's industry, each Other Company Subsidiary(v) a material worsening of current conditions caused by an act of terrorism or war (whether declared or not declared) occurring after the date of this Agreement or any natural disasters or any national or international calamity affecting the United States or (vi) any change in the market price or trading volume of the Company's securities, and (iv) including as a result of the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (d) Except as set forth in Section 4.1(d) failure of the Company Disclosure Letterto meet analysts' expectations, neither provided that the Company nor exception in this clause (vi) shall not prevent or otherwise affect a determination that any Company Subsidiary, directly cause underlying such change has resulted in or indirectly, owns any interest or investment contributed to the occurrence of a Material Adverse Effect as defined without reference to this clause (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accountsvi).