Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to conduct its business as now being conducted. Each Parent Significant Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its jurisdiction of organization and has the requisite power and authority to own and conduct its business as now being conducted. Parent and each Parent Subsidiary is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Section 5.1(c) of the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly formedEach of Parent, validly existing Merger Sub and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Partnership Merger Sub is a limited liability company corporation or other legal entity 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 power corporate or other power, as the case may be, and authority to conduct its business as now being conducted. Each of Parent, Merger Sub and Partnership Merger Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed as of the date hereof with the SEC and is in compliance with the terms of the Parent Governing Documents in all material respects. Merger Sub has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Merger Sub Governing Documents not filed as of the date hereof with the SEC and is in compliance with the terms of the Merger Sub Governing Documents in all material respects. Partnership Merger Sub has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Partnership Merger Sub Governing Documents not filed as of the date hereof with the SEC and is in compliance with the terms of the Partnership Merger Sub Governing Documents in all material respects. (b) Section 4.1(b)(i) of the Parent Disclosure Letter sets forth as of March 31, 2014 a true and complete list of the Significant Subsidiaries of Parent, together with the jurisdiction of organization or incorporation, as the case may be, of each such Significant Subsidiary. Section 4.1(b)(ii) of the Parent Disclosure Letter sets forth a true and correct list of Persons contributed to NSAM on June 30, 2014. Each Significant Subsidiary of Parent (each, a “Parent Subsidiary”) (i) is duly organized, validly existing and existing, in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its the jurisdiction of its organization and is in compliance in all material respects with the terms of its constituent organizational or governing documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the requisite case may be) power and authority to own and conduct its business as now being conducted. Parent , and each Parent Subsidiary (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Section 5.1(c4.1(c) of the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent Each of Parent, its domestic subsidiaries and its foreign subsidiaries incorporated under the laws of Canada or Sweden (the "PARENT DESIGNATED FOREIGN SUBSIDIARIES") is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company 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 corporate power and authority to conduct own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Parent has delivered to Company a complete and correct list of all of Parent's direct and indirect subsidiaries as of the date of this Agreement, indicating the jurisdiction of organization of each subsidiary and Parent's equity interest therein. Each of Parent, its domestic subsidiaries and each of the Parent Significant Subsidiary Designated Foreign Subsidiaries is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business and the business of its subsidiaries 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 on Parent. Each of Parent, its domestic subsidiaries and each of the Parent Designated Foreign Subsidiaries is in compliance with the terms of the Approvals and is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have a Material Adverse Effect on Parent. Other than wholly owned subsidiaries, Parent does not directly or indirectly own any material equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity. (b) Each of the foreign subsidiaries of Parent that are incorporated under the laws of countries other than Canada or Sweden (the "PARENT OTHER FOREIGN SUBSIDIARIES") is, to the Parent's knowledge, a corporation duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws laws of the jurisdiction of its jurisdiction of organization incorporation and has the requisite corporate power and authority to own own, lease and conduct operate its assets and properties and to carry on its business as it is now being conducted. Each of the Parent Other Foreign Subsidiaries is, to the Parent's knowledge, is in possession of all Approvals necessary to own, lease and each operate the properties it purports to own, operate or lease and to carry on its business and the business of its subsidiaries 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 on Parent. Each of the Parent Subsidiary Other Foreign Subsidiaries is, to the Parent's knowledge, in compliance with the terms of the Approvals and is duly qualified or licensed as a foreign corporation to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties activities makes such qualification or licensing necessary, except for those jurisdictions where the failure such failures to be so duly qualified or licensed or to be and in good standing that would not reasonably be expected to havenot, either individually or in the aggregate, have a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Section 5.1(c) of the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Each of Parent and its Subsidiaries is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Maryland jurisdiction in which it is organized and has the requisite power and authority to conduct carry on its business as now being conducted. Each Parent Significant Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its jurisdiction of organization and has the requisite power and authority to own and conduct its business as now being conducted. Parent and each Parent Subsidiary its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, except for those other than in such jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, (individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as ) has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. . The Parent Disclosure Memorandum lists each Subsidiary of Parent. Parent has delivered to the Company complete and correct copies of its certificate of incorporation and by-laws and the articles or certificates of incorporation and by-laws (b) Section 5.1(bor comparable charter documents) of its Subsidiaries, in each case as amended to the date hereof. Parent Disclosure Letter sets forth a true has made available to the Company complete and complete list accurate copies of the Subsidiaries minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of Parent, the Board of Directors of Parent (and the committees of its Board of Directors, in each a “Parent Subsidiary”)case held since January 1, together with 2003 and as of the jurisdiction date hereof. All of organization the outstanding shares of capital stock or incorporation, as the case may be, other ownership interests of each Subsidiary of Parent have been validly issued and are fully paid and nonassessable and owned by Parent, by another Subsidiary of Parent or by Parent and another such Subsidiary, free and clear of 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. Each There are no outstanding (i) securities of Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms or any of its constituent organizational Subsidiaries convertible into or governing documentsexchangeable for shares of capital stock or other ownership interests in any Subsidiary of Parent or (ii) options or other rights to acquire from Parent or any of its Subsidiaries, except as has or other obligation of Parent 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 Parent. Except for ownership of less than 1% in any publicly traded company and the capital stock or other ownership interests of its Subsidiaries, Parent does not had and would not reasonably be expected to haveown, individually directly or indirectly, any capital stock or other ownership interest in the aggregateany corporation, a partnership, joint venture or other entity. No Subsidiary of Parent Material Adverse Effectowns any shares of Parent Common Stock. (c) Section 5.1(c) of the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly formed, validly existing and in good standing under the Laws Each of the State of Maryland Company and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub Subsidiaries is a limited liability company 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 power and authority to conduct carry on its business as now being conducted. Each Parent Significant Subsidiary is duly organized, validly existing of the Company and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its jurisdiction of organization and has the requisite power and authority to own and conduct its business as now being conducted. Parent and each Parent Subsidiary Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, ownership or leasing or operation of its properties makes such qualification or licensing necessary, except for those other than in such jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, (individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as ) has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. . The term “Subsidiary”, with respect to any Person, means any corporation or other legal entity of which such Person Controls (b) Section 5.1(beither alone or through or together with any other Subsidiary), directly or indirectly, 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 Disclosure Memorandum lists each Subsidiary of the Company. The Company has delivered to Parent complete and correct copies of its articles of incorporation and by-laws and the articles or certificates of incorporation and by-laws (or comparable charter documents) of its Subsidiaries, in each case as amended to the date hereof. The Company has made available to Parent Disclosure Letter sets forth a true complete and complete list accurate copies of the Subsidiaries minutes (or, in the case of Parent minutes that have not yet been finalized, drafts thereof) of all meetings of the stockholders of the Company, the Board of Directors of the Company and the committees of its Board of Directors, in each case held since January 1, 2003 and as of the date hereof. All of the outstanding shares of capital stock or other ownership interests of each Subsidiary of the Company have been validly issued and are fully paid and nonassessable and owned by the Company, by another Subsidiary of the Company or by the Company and another such Subsidiary, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (each a collectively, “Parent SubsidiaryLiens”), together with and free of any restriction on the jurisdiction right to vote, sell or otherwise dispose of organization such capital stock or incorporationother ownership interests, as except for restrictions imposed by applicable securities Laws. There are no outstanding (i) securities of the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms Company or any of its constituent organizational Subsidiaries convertible into or governing documents, except as has not had and would not reasonably be expected to have, individually exchangeable for shares of capital stock or other ownership interests in the aggregate, a Parent Material Adverse Effect. (c) Section 5.1(c) any Subsidiary of the Parent Disclosure Letter sets forth a true 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 for ownership of less than 1% in any publicly traded company and complete list the capital stock or other ownership interests of each Parent its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture or other entity. No Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiaryof the Company owns any shares of Company Common Stock.

Organization and Qualification; Subsidiaries. (a) Parent Each of the Company and its Subsidiaries is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to conduct its business as now being conducted. Each Parent Significant Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its respective jurisdiction of organization and has the all requisite corporate or similar power and authority to own own, lease and conduct operate its properties and assets and to carry on its business as now being conducted. Parent presently conducted and each Parent Subsidiary is duly qualified or licensed to do business and and, where applicable as a legal concept, is in good standing (with respect to jurisdictions which recognize such concept) as a foreign corporation in each jurisdiction in which where the nature of its business or the ownership, leasing ownership or operation of its assets or properties makes or conduct of its business requires such qualification or licensing necessaryqualification, except for those jurisdictions where the failure to be so organized, qualified or licensed in good standing, or to be in good standing would have such power or authority, when taken together with all other such failures, has not had, and is not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has delivered to or made available to Parent a complete and correct copy of the Company’s and its Subsidiaries’ certificate of incorporation and by-laws (or equivalent governing instruments), prior each as amended to the execution date hereof. The Company’s and its Subsidiaries’ certificate of incorporation and by-laws (or equivalent governing instruments) so delivered are in full force and effect. The Company has made available to Parent correct and complete copies of the minutes of all meetings since January 1, 2003 of the stockholders, the Board of Directors of the Company (the “Company Board”) and each committee of the Company Board and each of its Subsidiaries approved through the date of this Agreement, true other than such minutes specified on Section 5.1(a) of the Company Disclosure Schedule which the parties have agreed can be subject to redaction with respect to matters of attorney-client privilege and complete copies of any amendments matters relating to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effecttransactions contemplated hereby. (b) Section 5.1(b) of the Parent Company Disclosure Letter sets forth Schedule contains a true complete and complete accurate list of (x) each of the Company’s Subsidiaries and the ownership interest of Parent (the Company in each a “Parent such Subsidiary”), together with the jurisdiction of organization or incorporation, as well as the case may be, ownership interest of any other Person or Persons in each Parent Subsidiary. Each Parent such Subsidiary and, to Parent’s knowledge, and (y) each Parent Joint Venture, is in compliance in all material respects with jurisdiction where the terms Company and each of its constituent organizational or governing documents, except as has not had Subsidiaries is organized and would not reasonably be expected qualified to have, individually or in the aggregate, a Parent Material Adverse Effectdo business. (c) Section 5.1(c) of the Parent Company Disclosure Letter sets forth Schedule contains a true complete and complete accurate list of each Parent any and all Persons not constituting Subsidiaries of the Company of which the Company directly or indirectly owns an equity or similar interest, or an interest convertible into or exchangeable or exercisable for an equity or similar interest (collectively, the “Investments”). (d) Except as set forth on Section 5.1(d) of the Company Disclosure Schedule, the Company or a Subsidiary that is a REITof the Company, a Qualified REIT as the case may be, owns all Subsidiaries and Investments free and clear of all liens, pledges, security interests, claims or other encumbrances (“Liens”), except for Permitted Liens, and there are no outstanding contractual obligations of the Company or any of its Subsidiaries permitting the repurchase, redemption or other acquisition of any of its interest in any Subsidiary or Investment or requiring the Company or any of its Subsidiaries to provide funds to, make any investment (in the form of a Taxable REIT Subsidiaryloan, capital contribution or otherwise) in, provide any guarantee with respect to, or assume, endorse or otherwise become responsible for the obligations of, any Subsidiary or Investment.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company an entity duly organized, validly existing and in good standing under the Laws laws of the State jurisdiction of Maryland its organization and has the requisite all corporate power and authority to conduct own its properties and carry on its business as in the places where such properties are now owned or such businesses are now being conducted. Each Parent Significant Subsidiary of the Parent’s Subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the extent such conceptconcept is recognized in the relevant jurisdiction) under the Laws of its respective jurisdiction of organization incorporation and has the requisite full corporate power and authority to own its properties and conduct carry on its business as in the places where such properties are now owned or such businesses are now being conducted. Each of Parent and Merger Sub has all necessary corporate or similar power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated by this Agreement. Each of Parent’s Subsidiaries has the necessary corporate power and authority to enter into each Transaction Document to which it will be a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each of Parent Subsidiary is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution Merger Sub of this Agreement, true the performance by each of Parent and complete copies Merger Sub of any amendments to its obligations hereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement have been duly authorized by all requisite action on the part of each of Parent and Merger Sub, except for the Parent Governing Documents not filed prior to Stockholder Approval, and in the date case of the Merger, the approval of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub. The execution and delivery by Parent of each Transaction Document to which it is or will be a party, the performance by Parent of its obligations thereunder and the consummation by Parent of the transactions contemplated thereby have been, or will be, duly authorized by all requisite action on the part of Parent. The execution and delivery by each of Parent’s Subsidiaries of each Transaction Document to which it will be a party, the performance by each of Parent’s Subsidiaries of their respective obligations thereunder and the consummation by each of Parent’s Subsidiaries of the transactions contemplated thereby will be, duly authorized by all requisite action on the part of each of Parent’s Subsidiaries. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the SECeffect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). Each Transaction Document to which Parent is or will be a party has been or will be duly executed and delivered by Parent, and (assuming due authorization, execution, and delivery by the other parties thereto), constitutes, or will constitute, a legal, valid and binding obligation of Parent, enforceable against Parent in compliance accordance with its terms, subject to the terms effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). Each Transaction Document will be duly executed and delivered by each of Parent’s Subsidiaries party thereto, and (assuming due authorization, execution and delivery by the aggregateother parties thereto) each Transaction Document will constitute, a legal, valid and binding obligation of each of Parent’s Subsidiaries party thereto or contemplated to be party thereto, enforceable against each such Parent Material Adverse EffectSubsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (b) Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a direct, wholly-owned Subsidiary of Parent. The copies of the certificate of incorporation and bylaws of Merger Sub that were previously furnished or made available to TDCC are true, complete and correct copies of such documents as in effect on the date of this Agreement. (c) Section 5.1(b5.01(c) of the Parent Disclosure Letter sets forth a true and complete list as of the date hereof of the Subsidiaries of Parent (each a “Parent Subsidiary”), together with the jurisdiction and their respective jurisdictions of organization or incorporation, as the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectorganization. (c) Section 5.1(c) of the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent The Company is a real estate investment trust corporation duly formedincorporated, validly existing and in good standing under the Laws of the State of Maryland and has the requisite corporate power and authority and any necessary governmental authorization to own own, lease and, to the extent applicable, operate its properties and conduct its business as now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to conduct its business as it is now being conducted. Each Parent Significant Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its jurisdiction of organization and has the requisite power and authority to own and conduct its business as now being conducted. Parent and each Parent Subsidiary The Company is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. Parent The Company has delivered to or made available to the CompanyParent and Merger Sub, prior to the execution of this Agreement, true and complete copies of any amendments or supplements to the Parent Company Governing Documents and the Company Operating Partnership Agreement not filed prior to as of the date of this Agreement hereof with the SEC. Parent The Company is in compliance with the terms of the Parent Company Governing DocumentsDocuments in all material respects. The Company Operating Partnership is in compliance with the terms of the Company Operating Partnership Agreement in all material respects. True and complete copies of the Company’s and the Company Operating Partnership’s minute books and other corporate and partnership records, except as has not had and would not reasonably be expected applicable, have been made available by the Company to have, individually or in the aggregate, a Parent Material Adverse EffectParent. (b) Section 5.1(b3.1(b) of the Parent Company Disclosure Letter sets forth as of the date hereof a true and complete list of the Subsidiaries of Parent the Company (each each, a “Parent Company Subsidiary”) 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”), together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Company Subsidiary and each Other Company Subsidiary. , (ii) the type of and percentage of voting, equity, profits, capital and other beneficial interest 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 interest held by any Person other than the Company or a Company Subsidiary in each Company Subsidiary and each Other Company Subsidiary and (iv) the classification for U.S. federal income tax purposes of each Company Subsidiary and each Other Company Subsidiary. (c) Each Parent Company Subsidiary and(i) is duly organized, validly existing, in good standing (with respect to Parent’s knowledge, each Parent Joint Venture, jurisdictions which recognize such concept) under the Laws of the jurisdiction of its organization and is in compliance in all material respects with the terms of its constituent organizational or governing documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be) power and authority to conduct its business as now being conducted, and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except as has not had and for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (cd) Except as set forth in Section 5.1(c3.1(d) of the Parent Company Disclosure Letter and excluding for the avoidance of doubt loans otherwise identified in the Company Disclosure Letter (which loans are not convertible into equity) to operators of Company Property, as of the date hereof, 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) in the aggregate in excess of $5 million in fair market value. (e) Section 3.1(e) of the Company Disclosure Letter sets forth a true and complete list of each Parent Company Subsidiary that is a real estate investment trust within the meaning of Sections 856 through 860 of the Code (a “REIT”), a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”).

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Maryland and Maryland. Parent has the all requisite trust power and authority to own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent and to conduct its business as now it is being conducted. Each Parent Significant Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under conducted as of the Laws date of its jurisdiction of organization and has the requisite power and authority to own and conduct its business as now being conductedthis Agreement. Parent and each Parent Subsidiary is duly qualified or licensed to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the Parent Properties or other assets owned, leased or, to the extent applicable, operated by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification qualification, licensing or licensing good standing necessary, except for those jurisdictions where the failure such failures to be so qualified or qualified, licensed or to be in good standing would not reasonably be expected to haveas, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Companyhave not had, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth forth, as of the date hereof, a true true, correct and complete list of the Parent Subsidiaries of and Parent (each a “Parent Subsidiary”)JVs, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary. Each Subsidiary or Parent JV, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary and, to Parent’s knowledge, in each Parent Joint VentureSubsidiary or Parent JV, is (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in compliance each Parent Subsidiary or Parent JV, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary or Parent JV as a REIT, a QRS, a TRS, or a partnership. Except as, individually or in all material respects with the terms of its constituent organizational or governing documentsaggregate, except as has not had had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary or Parent JV is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary or Parent JV is in compliance with the terms of its respective Parent Subsidiary Governing Documents or the constituent organizational or governing documents of such Parent JV, as applicable. (c) Section 5.1(cNeither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) of in any Person (other than in the Parent Disclosure Letter sets forth a true Subsidiaries or the Parent JVs and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiaryinvestments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation duly organized, validly existing and in good standing under the Laws laws of the State of Maryland New York. Each Subsidiary of Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") has been duly organized, and is validly existing and in good standing, under the laws of the jurisdiction of its incorporation or organization, as the case may be. Each of Parent and each Parent Subsidiary has the requisite power and authority and all necessary governmental approvals to conduct own, lease and operate its properties and to carry on its business as it is now being conducted and as currently proposed by it to be conducted. Each Parent Significant Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its jurisdiction of organization and has the requisite power and authority to own and conduct its business as now being conducted. Parent and each Parent Subsidiary is duly qualified or licensed to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification qualification, licensing or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectnecessary. (b) None of Parent or any Parent Subsidiary holds an Equity Interest in any other Person (other than a Parent Subsidiary), except as set forth in Section 5.1(b) of the Parent Disclosure Letter sets forth Schedule. Parent is a true and complete list direct or indirect owner of all of the Subsidiaries of Parent (each a “Parent Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, issued and outstanding Equity Interests of each Parent Subsidiary. Each , and all shares of capital stock or limited liability company interests of each Parent Subsidiary andare duly authorized, validly issued, fully paid and nonassessable. All of the Equity Interests of each Parent Subsidiary are owned directly or indirectly by Parent free and clear of all Encumbrances except Permitted Encumbrances and are not subject to any preemptive right or right of first refusal created by statute, the certificate or articles of incorporation and bylaws or other equivalent organizational documents, as applicable, of such Parent Subsidiary or any Contract to which such Parent Subsidiary is a party or by which it is bound; provided, however, that the Equity Interests of each Parent Subsidiary are pledged pursuant to Parent’s knowledge's senior credit facility. There are no outstanding contractual obligations of Parent or any Parent Subsidiary to loan funds to, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or make any investment (in the aggregateform of a loan, a capital contribution or otherwise) in, any Parent Material Adverse EffectSubsidiary or any other Person, other than guarantees by Parent of any Indebtedness or other obligations of any wholly owned Parent Subsidiary as set forth in Section 5.1(b) of the Parent Disclosure Schedule. (c) Section 5.1(c) There are no outstanding Contracts of any character relating to the issued or unissued capital stock or other securities of any Parent Disclosure Letter sets forth a true and complete list of each Subsidiary, or otherwise obligating Parent or any Parent Subsidiary that is to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities of a REIT, a Qualified REIT Subsidiary or a Taxable REIT Parent Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent The Company is a real estate investment trust corporation, duly formed, organized and validly existing and in good standing under the Laws of the State of Maryland Delaware and has the requisite corporate power and authority to own own, lease and conduct operate its properties and assets and to carry on its business as now being conducted. Merger Sub it is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to conduct its business as now being conducted. Each Parent Significant Subsidiary of the Company’s Subsidiaries (each, a “Company Subsidiary”) is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which that recognize such concept) under the Laws of its the jurisdiction of its incorporation or organization and has requisite corporate or organizational, as the requisite case may be, power and authority to own own, lease and conduct operate its properties and assets and to carry on its business as it is now being conducted, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Parent The Company and each Parent Subsidiary of its “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which that recognize such concept) in each jurisdiction in which the nature of its business or where the ownership, leasing or operation of its properties makes or assets or the conduct of its business requires such qualification or licensing necessaryqualification, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent 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 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 Significant Company Subsidiary. The Company is in compliance in all material respects with the provisions of the Company Charter and the Company Bylaws. (c) Section 5.1(b3.1(c) of the Parent Company Disclosure Letter sets forth as of the date hereof a true true, correct and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”)Company Subsidiaries, together with the jurisdiction of organization or incorporation, as the case may be, of each Parent Company Subsidiary. Each Parent Subsidiary andNeither the Company nor any Company Subsidiary, to Parent’s knowledgedirectly or indirectly, owns any Equity Interest in any Person other than the Company Subsidiaries. All of the outstanding shares of capital stock of, or other equity interests in, each Parent Joint Venture, is Company Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Section 5.1(c3.1(c) of the Parent Company Disclosure Letter sets forth a true Letter, 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 complete list clear of each Parent Subsidiary that is a REITall Liens, a Qualified REIT Subsidiary or a Taxable REIT Subsidiaryother than Permitted Liens.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly organized, validly existing and in good standing under the Laws of the State of Maryland. Merger Sub is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Maryland Delaware. Each of Parent and Merger Sub has the requisite organizational power and authority and any necessary governmental authorization to own own, lease and, to the extent applicable, operate its properties and conduct its business as now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to conduct its business as it is now being conducted. Each Parent Significant Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its jurisdiction of organization and has the requisite power and authority to own and conduct its business as now being conducted. Parent and each Parent Subsidiary Merger Sub is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, Company true and complete copies of any amendments or supplements to the Parent Governing Documents and Parent OP Governing Documents not filed prior to as of the date of this Agreement hereof with the SEC. Parent is in compliance with the terms of the Parent Governing DocumentsDocuments in all material respects. Parent Operating Partnership is in compliance with the terms of the Parent OP Governing Documents in all material respects. True and complete copies of Parent’s and Parent Operating Partnership’s minute books and other corporate and partnership records, except as has not had and would not reasonably be expected applicable, have been made available by Parent to have, individually or in the aggregate, a Parent Material Adverse EffectCompany. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of the Subsidiaries of Parent (each such subsidiaries, including the Prime JV and the Parent Operating Partnership, each, a “Parent Subsidiary” and collectively, the “Parent Subsidiaries”) and each other corporate or non-corporate subsidiary in which Parent owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Parent Subsidiary”), together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary and each Other Parent Subsidiary. , (ii) the type of and percentage of voting, equity, profits, capital and other beneficial interest held, directly or indirectly, by Parent in and to each Parent Subsidiary and each Other Parent Subsidiary, (iii) the names of and the type of and percentage of voting, equity, profits, capital and other beneficial interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary and each Other Parent Subsidiary and (iv) the classification for U.S. federal income tax purposes of each Parent Subsidiary and each Other Parent Subsidiary. (c) Each Parent Subsidiary and(i) is duly organized, validly existing, in good standing (with respect to Parent’s knowledge, each Parent Joint Venture, jurisdictions which recognize such concept) under the Laws of the jurisdiction of its organization and is in compliance in all material respects with the terms of its constituent organizational or governing documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be) power and authority to conduct its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except as has not had and for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (cd) Except as set forth in Section 5.1(d) of the Parent Disclosure Letter, as of the date hereof, neither Parent nor any Parent Subsidiary, directly or indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in Parent Subsidiaries or Other Parent Subsidiaries) in the aggregate in excess of $250,000 in fair market value. (e) Section 5.1(c5.1(e) of the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent The Seller is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland Minnesota and has a registered bank holding company under the requisite power Bank Holding Company Act of 1956 and authority the regulations promulgated thereunder, as amended (the “BHCA”). The Seller is subject to conduct its business regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Seller is not a financial holding company under the Xxxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder, as now being conductedamended (the “GLB Act”). Each Parent Significant Subsidiary subsidiary of the Seller (a “Seller Subsidiary,” or collectively the “Seller Subsidiaries”) is a state banking corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the state of its jurisdiction incorporation or organization. Each of organization the Seller and the Seller Subsidiaries has the requisite power and authority to own own, lease and conduct operate the properties it now owns or holds under lease and to carry on its business as it is now being conducted. Parent and each Parent Subsidiary , is duly qualified or licensed as a foreign business entity to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those such jurisdictions where in which the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Seller Material Adverse Effect. (b) Section 5.1(b) Each of the Parent Disclosure Letter sets forth a Seller and the Seller Subsidiaries has all Consents and Orders (“Seller Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”), the Minnesota Secretary of State and the Minnesota Department of Commerce, and neither the Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals. Neither the Seller nor any of the Seller Subsidiaries has, nor does the Seller or any of the Seller Subsidiaries require, any authorizations from the United States Small Business Administration which are necessary to carry on its business as it is now being conducted. (c) A true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”)Seller Subsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, Seller’s percentage ownership of each Parent Subsidiary. Each Parent Seller Subsidiary and, to Parent’s knowledge, each Parent Joint Ventureand (ii) Laws under which the Seller Subsidiary is incorporated or organized, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or set forth in the aggregateSeller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock or other equity interests of each of the Seller Subsidiaries. Except for the Seller Subsidiaries, a Parent Material Adverse Effectthe Seller does not directly or indirectly own any capital stock or equity interest in, or any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, any corporation, partnership, joint venture or other business association or other Person, other than in the ordinary course of business and in no event in excess of 5% of the outstanding equity securities of such Person. (cd) Section 5.1(c) of As used in this Agreement, the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.term “

Organization and Qualification; Subsidiaries. (a) Parent The Buyer is a real estate investment trust corporation duly formedorganized and validly existing under the laws of the State of Wisconsin, and is registered as a savings and loan holding company under HOLA. Each subsidiary of the Buyer (a "Buyer Subsidiary" or, collectively, "Buyer Subsidiaries") is a state-chartered savings association or a corporation duly organized and validly existing under the laws of the state of its incorporation. Each of the Buyer and the Buyer Subsidiaries has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Buyer Approvals") necessary to own, lease and operate their respective properties and to carry on their respective business as now being conducted, including, without limitation, appropriate authorizations from the FDIC, OTS and the DFI, and neither the Buyer nor any Buyer Subsidiary has received any notice of proceedings relating to the revocation or modification of any Buyer Approvals, except in each case where the failure to be so organized, existing and in good standing under or to have such power, authority, Buyer Approvals and revocations or modifications would not, individually or in the Laws of aggregate, have a Material Adverse Effect on the State of Maryland Buyer and has the requisite power and authority to own and conduct its business Buyer Subsidiaries taken as now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to conduct its business as now being conducted. Each Parent Significant Subsidiary is duly organized, validly existing and in good standing whole. (with respect to jurisdictions which recognize such conceptb) under the Laws of its jurisdiction of organization and has the requisite power and authority to own and conduct its business as now being conducted. Parent The Buyer and each Parent Buyer Subsidiary is duly qualified or licensed as a foreign corporation to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of its properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties activities makes such qualification or licensing necessary, except for those jurisdictions where the failure such failures to be so duly qualified or licensed or to be and in good standing that would not reasonably be expected to havenot, either individually or in the aggregate, have a Parent Material Adverse Effect. Parent has delivered to or made available to Effect on the Company, prior to Buyer and the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except Buyer Subsidiaries taken as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectwhole. (bc) Section 5.1(b) of the Parent Disclosure Letter sets forth a A true and complete list of all of the Subsidiaries of Parent (each a “Parent Subsidiary”)Buyer Subsidiaries, together with with (a) the jurisdiction of organization or incorporation, as the case may be, Buyer's percentage ownership of each Parent Subsidiary. Each Parent Buyer Subsidiary and, to Parent’s knowledge, each Parent Joint Ventureand (b) laws under which the Buyer Subsidiary is incorporated, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) set forth on Section 5.1(c3.1(c) of the Parent Buyer Disclosure Letter sets Schedule. Except as set forth a true on Section 3.1(c) of the Buyer Disclosure Schedule, the Buyer and/or one or more of the Buyer Subsidiaries owns beneficially and complete list of record all of the outstanding shares of capital stock of each Parent Subsidiary that is a REITof the Buyer Subsidiaries. Except for the subsidiaries set forth on Section 3.1(c) of the Buyer Disclosure Schedule and except as provided in the Stock Option Agreement, a Qualified REIT Subsidiary the Buyer does not directly or a Taxable REIT Subsidiaryindirectly own any equity or similar interests in, or any interests convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity other than in the ordinary course of business, and in no event in excess of 5% of the outstanding equity securities of such entity.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly formedorganized, validly existing and in good standing under the Laws of the State of Maryland and Maryland. Parent has the all requisite trust power and authority to own own, lease and, to the extent applicable, operate the Parent Properties or other assets owned by Parent and to conduct its business as now it is being conductedconducted as of the date of this Agreement. Parent is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, leased or, to the extent applicable, operated 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 as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. The copies of the Parent Governing Documents most recently filed with the Parent SEC Documents are accurate and complete copies of such documents as in effect as of the date of this Agreement. Parent is in compliance in all material respects with the terms of the Parent Governing Documents. (b) Merger Sub is a limited liability company real estate investment trust duly organized, validly existing and in good standing under the Laws of the State of Maryland and for the purpose of engaging in the Transactions. Merger Sub has the all requisite trust power and authority to conduct its business as now it is being conductedconducted as of the date of this Agreement. Each Parent Significant Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its jurisdiction of organization and has the requisite power and authority to own and conduct its business as now being conducted. Parent and each Parent Subsidiary Merger Sub is duly qualified or licensed to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the nature of its business or the ownership, leasing or operation of its properties makes such qualification qualification, licensing or licensing good standing necessary, except for those jurisdictions where the failure such failures to be so qualified or qualified, licensed or to be in good standing that would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) Section 5.1(c) of the Parent Disclosure Letter sets forth forth, as of the date hereof, a true true, correct and complete list of the Parent Subsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Parent or a Parent Subsidiary in each Parent Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary, and (iv) the classification for United States federal income Tax purposes of each Parent Subsidiary that is as a REIT, a Qualified REIT Subsidiary QRS, a TRS, or a Taxable REIT Subsidiarypartnership. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its organization or incorporation, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate the Parent Properties and its other assets and to conduct its business as it is being conducted as of the date of this Agreement. Each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, each Parent Subsidiary is in compliance with the terms of its respective Parent Subsidiary Governing Documents. (d) Except as set forth in Section 5.1(d) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries and investments in short-term investment securities). The Company Common Shares listed in Section 5.1(d) of the Parent Disclosure Letter as owned by Parent are owned free and clear of all Liens.

Organization and Qualification; Subsidiaries. (a) Parent The Seller is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland Indiana and has a registered bank holding company under the requisite power Bank Holding Company Act of 1956 and authority the regulations promulgated thereunder, as amended (the “BHCA”). The Seller is subject to conduct its business regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Seller is a financial holding company under the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder, as now being conductedamended (the “GLB Act”). Each Parent Significant direct or indirect Subsidiary of the Seller (a “Seller Subsidiary,” or collectively the “Seller Subsidiaries”) is a national banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the United States of America or the state of its jurisdiction incorporation or organization, as the case may be. Each of organization the Seller and the Seller Subsidiaries has the requisite power and authority to own own, lease and conduct operate the properties it now owns or holds under lease and to carry on its business as it is now being conducted. Parent and each Parent Subsidiary , is duly qualified or licensed as a foreign business entity to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those such jurisdictions where in which the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Seller Material Adverse Effect. (b) Section 5.1(b) Each of the Parent Disclosure Letter sets forth a Seller and the Seller Subsidiaries has all Consents and Orders (“Seller Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”), and the Office of Comptroller of the Currency (the “OCC”), and neither the Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals. (c) A true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”)Seller Subsidiaries, together with (i) the jurisdiction Seller’s percentage ownership of organization each Seller Subsidiary and (ii) Laws under which the Seller Subsidiary is incorporated or incorporationorganized, is set forth in the Seller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock and/or other equity interests, as the case may bebe (“Subsidiary Securities”), of each Parent Subsidiaryof the Seller Subsidiaries. Each Parent Subsidiary andExcept for the Seller Subsidiaries, to Parent’s knowledgethe Seller does not directly or indirectly own any capital stock or equity interest in, each Parent Joint Ventureor any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, is in compliance in all material respects with the terms of its constituent organizational any corporation, partnership, joint venture or governing documentsother business association or other Person, except as has not had and would not reasonably be expected to have, individually or other than in the aggregate, a Parent Material Adverse Effectordinary course of business and in no event in excess of five percent (5%) of the outstanding equity securities of such Person. (cd) Section 5.1(c) of As used in this Agreement, the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.term “

Organization and Qualification; Subsidiaries. (a) Parent The Company and each Company Subsidiary that constitutes a “significant subsidiary” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Exchange Act (each, a “Significant Subsidiary”) is a real estate investment trust corporation or other legal entity duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company duly incorporated or organized, validly existing and in good standing under the Laws of the State jurisdiction of Maryland its incorporation or organization. The Company and each Significant Subsidiary has the requisite corporate or other legal entity, as the case may be, power and authority to conduct carry on its business as it is now being conducted. Each Parent Significant Subsidiary is duly organized, validly existing and in good standing (with respect except where the failure to jurisdictions which recognize have such concept) under the Laws of its jurisdiction of organization and has the requisite power and authority would not, individually or in the aggregate, reasonably be expected to own and conduct its business as now being conductedhave a Company Material Adverse Effect. Parent The Company and each Parent Significant Subsidiary is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which where the nature conduct of its business or the ownership, leasing or operation of its properties makes requires such qualification or licensing necessarylicensing, except for those jurisdictions where the failure to be so qualified or licensed or to be qualified, in good standing or licensed would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (b) The Company has made available to Parent or filed with the SEC true and complete copies of (i) the Third Amended and Restated Certificate of Incorporation of the Company and all amendments thereto (as amended, restated, supplemented or otherwise modified, the “Company Charter”), (ii) the Amended and Restated By-Laws of the Company and all amendments thereto (as amended, restated, supplemented or otherwise modified, the “Company Bylaws”), (iii) the certificate of incorporation, bylaws and other charter and organizational documents of each Significant Subsidiary, including all amendments thereto as of the date of this Agreement, and (iv) each code of conduct or similar policy adopted by the Company Board or any committee thereof. None of the Company or any of its Significant Subsidiaries is in violation in any material respect of any of the provisions of the certificate of incorporation or bylaws (or equivalent charter and organizational documents) of such Entity. (c) Section 5.1(b3.01(c) of the Parent Company Disclosure Letter sets forth a true and complete list as of the Subsidiaries date of Parent (this Agreement of each a “Parent Company Subsidiary”), together with the its jurisdiction of incorporation or organization and the percentage of capital stock or incorporation, as other equity interest held by any person other than the case may be, of each Parent Company or another Company Subsidiary. Each Parent Neither the Company nor any of the Company Subsidiaries owns any capital stock of, or any equity interest of any nature in, any other Entity, other than (i) another Company Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms or (ii) equity securities of its constituent organizational publicly-traded Entities acquired for cash management or governing documents, except as has not had and would not reasonably be expected to have, individually or passive investment purposes in the aggregateordinary course of business. Neither the Company nor any Company Subsidiary is obligated to make, a Parent Material Adverse Effector is bound by any Contract under which it may become obligated to make, any material future investment in or capital contribution to any other Entity. (cd) Section 5.1(c) The Company or a Company Subsidiary owns, directly or indirectly, all of the Parent Disclosure Letter sets forth a true issued and complete list outstanding shares of capital stock or other equity securities of each Parent of the Company Subsidiaries, free and clear of any material Liens (other than Permitted Liens or 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 rights. (e) There are no outstanding, existing or 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 any Company Subsidiary that is a REITparty obligating such Company Subsidiary to issue, a Qualified REIT transfer or sell any shares of capital stock or other equity interest in any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests relating to or based on the value of the equity securities of any Company Subsidiary, (ii) obligations of any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or equity securities of any Company Subsidiary or (iii) voting trusts or similar agreements to which the Company is a Taxable REIT party with respect to the voting or registration of the capital stock of any Company Subsidiary or any other equity interest of any Company Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent The Company is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation duly organized, validly existing and in good standing under the Laws laws of the State of Maryland Delaware and has the requisite corporate power and authority to conduct its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent and Purchaser, prior to the execution of this Agreement, true and complete copies of any amendments to the Company Governing Documents not filed as of the date hereof with the SEC. The Company is in compliance with the terms of the Company Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Schedule 3.1 sets forth a true and complete list of the Subsidiaries of the Company (each a “Company Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary. Each Company Subsidiary is in compliance in all material respects with the terms of its constituent organizational or governing documents. The Company has made available to Parent and Purchaser, prior to the execution of this Agreement, true and complete copies of the constituent organizational and governing documents, as applicable, of each Company Subsidiary. Each Company Subsidiary is a corporation duly organized or formed, validly existing and in good standing (or has equivalent status, to the extent such concept exists) under the laws of its jurisdiction of organization or formation and has the requisite corporate power and authority to conduct its business as now being conducted. Each Parent Significant Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its jurisdiction of organization and has the requisite power and authority to own and conduct its business as now being conducted. Parent and each Parent Company Subsidiary is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Section 5.1(c) of the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation duly organized, validly existing and in good standing under the Laws laws of the State of Maryland Delaware and has the requisite corporate power and authority to conduct own its properties and carry on its business as now being conducted. Each of Parent Significant and Merger Sub has the necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. Each of Parent and Merger Sub is duly licensed or qualified and in good standing (or equivalent status as applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to be licensed or qualified or in good standing (or equivalent status as applicable), except as would not have a Parent Material Adverse Effect. (b) The execution and delivery by Parent and Merger Sub of this Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Parent and Merger Sub, except for the Parent Stockholder Approval, and in the case of the Merger, the adoption of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (c) Parent has the necessary corporate power and authority to enter into the Loan Agreement and each Ancillary Agreement to which it is or will be a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Parent of the Loan Agreement and each Ancillary Agreement to which it is or will be a party, the performance by Parent of its obligations thereunder and the consummation by Parent of the transactions contemplated thereby have been, or will be, duly authorized by all requisite action on the part of Parent. The Loan Agreement and each Ancillary Agreement will be duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by the other parties thereto) the Loan Agreement and each Ancillary Agreement will constitute, a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). (d) Schedule 5.01(d) of the Parent Disclosure Letter sets forth a list as of the date hereof of the Subsidiaries of Parent and their respective jurisdictions of organization. Each Subsidiary of Parent is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the extent such conceptconcept is recognized in the relevant jurisdiction) under the Laws of its respective jurisdiction of organization incorporation and has the requisite corporate power and authority to own its properties and conduct carry on its business as now being conducted. Each Subsidiary of Parent and each Parent Subsidiary is duly licensed or qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such conceptor equivalent status as applicable) in each jurisdiction in which the nature assets owned or leased by it or the character of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure activities require it to be so licensed or qualified or licensed or to be in good standing would not reasonably be expected to have, individually (or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documentsequivalent status as applicable), except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (bi) Section 5.1(bParent or a Subsidiary of Parent owns, directly or indirectly, all equity interests in the Subsidiaries of Parent, in each case, free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws; (ii) of the Parent Disclosure Letter sets forth a true and complete list of all equity interests in the Subsidiaries of Parent have been duly authorized and are validly issued, fully paid and non-assessable; and (each a “Parent Subsidiary”)iii) there are no outstanding options, together with warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or equity interests in the aggregate, a Parent Material Adverse EffectSubsidiaries of Parent. (ce) Section 5.1(c) Merger Sub is a direct, wholly-owned Subsidiary of Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement and prior to the Closing Date will have engaged in no other business activities. The copies of the Parent Disclosure Letter sets forth a true certificate of incorporation and bylaws of Merger Sub that were previously furnished or made available to Citrix are true, complete list and correct copies of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiarysuch documents as in effect on the date of this Agreement.

Organization and Qualification; Subsidiaries. (aI) Parent The Seller is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland Missouri and has a registered bank holding company under the requisite power Bank Holding Company Act of 1956 and authority the regulations promulgated thereunder, as amended (the "BHCA"). The Seller is also subject to conduct its business as now being conductedregulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). Each Parent Significant Subsidiary subsidiary of the Seller (a "Seller Subsidiary," or collectively, the "Seller Subsidiaries") is a state banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the state of its jurisdiction incorporation or organization. Each of organization the Seller and the Seller Subsidiaries has the requisite power and authority to own own, lease and conduct operate the properties it now owns or holds under lease and to carry on its business as it is now being conducted. Parent and each Parent Subsidiary , is duly qualified or licensed as a foreign business entity to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (bII) Section 5.1(b) Each of the Parent Disclosure Letter sets forth a Seller and the Seller Subsidiaries has all Consents and Orders (the "Seller Approvals") necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the "FDIC") and the MDF, and neither the Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals. (III) A true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”)Seller Subsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, Seller's percentage ownership of each Parent Seller Subsidiary. Each Parent , and (ii) Laws under which the Seller Subsidiary and, to Parent’s knowledge, each Parent Joint Ventureis incorporated or organized, is set forth in compliance the Seller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock of each of the Seller Subsidiaries. Except for the Seller Subsidiaries, the Seller does not directly or indirectly own any capital stock or equity interest in, or any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, any corporation, partnership, joint venture or other business association or other Person, other than in the ordinary course of business and in no event in excess of 5% of the outstanding equity securities of such Person. (IV) The minute books of the Seller and each of the Seller Subsidiaries contain true, complete and accurate records in all material respects with the terms of its constituent organizational all meetings and other corporate actions held or governing documentstaken since June 30, except as has not had 2001, of their respective shareholders and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectBoards of Directors (including committees of their respective Boards of Directors). (c) Section 5.1(c) of the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent The Seller is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland Indiana and has a registered bank holding company under the requisite power Bank Holding Company Act of 1956 and authority the regulations promulgated thereunder, as amended (the “BHCA”). The Seller is subject to conduct its business regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Seller is a financial holding company under the Gxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder, as now being conductedamended (the “GLB Act”). Each Parent Significant direct or indirect Subsidiary of the Seller (a “Seller Subsidiary,” or collectively the “Seller Subsidiaries”) is a national banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the United States of America or the state of its jurisdiction incorporation or organization, as the case may be. Each of organization the Seller and the Seller Subsidiaries has the requisite power and authority to own own, lease and conduct operate the properties it now owns or holds under lease and to carry on its business as it is now being conducted. Parent and each Parent Subsidiary , is duly qualified or licensed as a foreign business entity to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those such jurisdictions where in which the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Seller Material Adverse Effect. (b) Section 5.1(b) Each of the Parent Disclosure Letter sets forth a Seller and the Seller Subsidiaries has all Consents and Orders (“Seller Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”), and the Office of Comptroller of the Currency (the “OCC”), and neither the Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals. (c) A true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”)Seller Subsidiaries, together with (i) the jurisdiction Seller’s percentage ownership of organization each Seller Subsidiary and (ii) Laws under which the Seller Subsidiary is incorporated or incorporationorganized, is set forth in the Seller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock and/or other equity interests, as the case may bebe (“Subsidiary Securities”), of each Parent Subsidiaryof the Seller Subsidiaries. Each Parent Subsidiary andExcept for the Seller Subsidiaries, to Parent’s knowledgethe Seller does not directly or indirectly own any capital stock or equity interest in, or any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, any corporation, partnership, joint venture or other business association or other Person, other than in the ordinary course of business and in no event in excess of five percent (5%) of the outstanding equity securities of such Person. (d) As used in this Agreement, the term “Seller Material Adverse Effect” means any effect, change, event, fact, condition, occurrence or development (each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to havean “Effect”) that, individually or in the aggregateaggregate with other Effects, (i) is material and adverse to the business, assets, liabilities, results of operations or financial condition of the Seller and the Seller Subsidiaries taken as a Parent whole, and/or (ii) materially impairs the ability of the Seller to consummate the transactions contemplated hereby; provided, however, that the term “Seller Material Adverse Effect. ” shall not be deemed to include the impact of: (a) any Effect to the extent resulting from the announcement of this Agreement or the transactions contemplated hereby; (b) any action taken or not taken by the Seller or the Seller Subsidiaries in accordance with the terms and covenants contained in this Agreement; (c) any changes in Laws or interpretations thereof that are generally applicable to the banking industry; (d) changes in GAAP that are generally applicable to the banking industry; (e) expenses reasonably incurred in connection with the transactions contemplated hereby; (f) changes attributable to or resulting from changes in general economic conditions affecting the banking industry generally, including, without limitation, changes in interest rates and loan delinquency rates (unless such Effect would reasonably be expected to have a materially disproportionate impact on the business, assets, liabilities, results of operations or financial condition of the Seller and the Seller Subsidiaries taken as a whole relative to other banking industry participants); or (g) the payment of any amounts due to, or the provision of any other benefits to, any officers or employees under employment Contracts, non-competition agreements, employee benefit plans, severance agreements or other arrangements in existence as of the date of or contemplated by this Agreement, in each case only if disclosed in Section 5.1(c2.1(d) of the Parent Seller Disclosure Letter sets forth a true and complete list Schedule, provided that the payment of each Parent Subsidiary that is a REITany such amounts or the provision of any such benefits shall be made in the ordinary course consistent with past practices or paid in accordance with such Contracts, a Qualified REIT Subsidiary agreements, plans or a Taxable REIT Subsidiaryarrangements.

Organization and Qualification; Subsidiaries. (a) Parent The Seller is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland Florida and has a registered bank holding company under the requisite power Bank Holding Company Act of 1956 and authority the regulations promulgated thereunder, as amended (the “BHCA”). The Seller is subject to conduct its business regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Seller is not a financial holding company under the Gxxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder, as now being conductedamended (the “GLB Act”). Each Parent Significant Subsidiary subsidiary of the Seller (a “Seller Subsidiary,” or collectively the “Seller Subsidiaries”) is a state banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the state of its jurisdiction incorporation or organization. Each of organization the Seller and the Seller Subsidiaries has the requisite power and authority to own own, lease and conduct operate the properties it now owns or holds under lease and to carry on its business as it is now being conducted. Parent and each Parent Subsidiary , is duly qualified or licensed as a foreign business entity to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those such jurisdictions where in which the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Seller Material Adverse Effect. (b) Section 5.1(b) Each of the Parent Disclosure Letter sets forth a Seller and the Seller Subsidiaries has all Consents and Orders (“Seller Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”) and the Florida Office of Financial Regulation, and neither the Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals. (c) A true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”)Seller Subsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, Seller’s percentage ownership of each Parent Subsidiary. Each Parent Seller Subsidiary and, to Parent’s knowledge, each Parent Joint Ventureand (ii) Laws under which the Seller Subsidiary is incorporated or organized, is set forth in compliance the Seller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock or other equity interests of each of the Seller Subsidiaries. Except for the Seller Subsidiaries, the Seller does not directly or indirectly own any capital stock or equity interest in, or any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, any corporation, partnership, joint venture or other business association or other Person, other than in all material respects with the terms ordinary course of its constituent organizational business and in no event in excess of 5% of the outstanding equity securities of such Person. (d) As used in this Agreement, the term “Seller Material Adverse Effect” means any effect, change, event, fact, condition, occurrence or governing documents, except as has not had and would not reasonably be expected to havedevelopment (each an “Effect”) that, individually or in the aggregateaggregate with other Effects, (i) is material and adverse to the business, assets, liabilities, results of operations or financial condition of the Seller and the Seller Subsidiaries taken as a Parent whole, and/or (ii) materially impairs the ability of the Seller to consummate the transactions contemplated hereby; provided, however, that the term “Seller Material Adverse Effect. ” shall not be deemed to include the impact of: (a) any Effect to the extent resulting from the announcement of this Agreement or the transactions contemplated hereby, (b) any action taken or not taken by the Seller or the Seller Subsidiaries in accordance with the terms and covenants contained in this Agreement, (c) any changes in Laws or interpretations thereof that are generally applicable to the banking industry, (d) changes in GAAP that are generally applicable to the banking industry, (e) expenses reasonably incurred in connection with the transactions contemplated hereby, (f) changes attributable to or resulting from changes in general economic conditions affecting the banking industry generally, or (g) the payment of any amounts due to, or the provision of any other benefits to, any officers or employees under employment Contracts, non-competition agreements, employee benefit plans, severance agreements or other arrangements in existence as of the date of or contemplated by this Agreement, in each case only if disclosed in Section 5.1(c2.1(d) of the Parent Seller Disclosure Letter sets forth a true and complete list Schedule, provided that the payment of each Parent Subsidiary that is a REITany such amounts or the provision of any such benefits shall be made in the ordinary course consistent with past practices or paid in accordance with such Contracts, a Qualified REIT Subsidiary agreements, plans or a Taxable REIT Subsidiaryarrangements.

Organization and Qualification; Subsidiaries. (a) Parent Each of Buyer, Merger Sub and their subsidiaries is a real estate investment trust corporation duly formedorganized, validly existing and and, where applicable, in good standing under the Laws laws of the State jurisdiction of Maryland its incorporation and has the requisite corporate power and authority to own own, lease and conduct operate its assets and properties and to carry on its business as now being conducted. Merger Sub it is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to conduct its business as now being conducted. Each Parent Significant Subsidiary of Buyer, Merger Sub and their subsidiaries is duly organizedin possession of all Approvals necessary to own, validly existing lease and in good standing (with respect operate the properties it purports to jurisdictions which recognize such concept) under the Laws of its jurisdiction of organization own, operate or lease and has the requisite power and authority to own and conduct 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, reasonably be expected to have a Material Adverse Effect on Buyer. Parent Each of Buyer, Merger Sub and each Parent Subsidiary their subsidiaries is duly qualified or licensed as a foreign corporation to do business and business, and, where applicable, is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties activities makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so duly qualified or licensed or to be and in good standing would not reasonably be expected to havenot, either individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Buyer. (b) Section 5.1(b3.1 of that certain disclosure schedule dated as of the date hereof, signed by a duly authorized officer of Buyer and delivered to the Company on the date hereof (the “Buyer Disclosure Schedule”) lists each of Buyer’s and Merger Sub’s subsidiaries, the jurisdiction of incorporation of each such subsidiary, and Buyer’s or Merger Sub’s equity interest therein and, if not directly or indirectly wholly owned by Buyer or the Merger Sub, to the Knowledge of Buyer, the identity and ownership interest of each of the owners of such subsidiary of Buyer or the Merger Sub. Except as set forth in Section 3.1 of Buyer Disclosure Schedule, as of the date hereof neither Buyer, Merger Sub nor any of their subsidiaries has agreed, is obligated to make or is bound (or has bound its property) by any Contract under which it is or is reasonably likely to become obligated to make, any future investment in or capital contribution to any other entity in excess of $2,000,000 in the aggregate with other such Contracts. Other than Buyer’s and Merger Sub’s interest in their subsidiaries, and except as set forth in Section 3.1 of the Buyer Disclosure Schedule, neither Buyer, Merger Sub nor any of their subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible into, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture, trust, association unincorporated organization or other legal entity. All of the issued and outstanding shares of capital stock of or other equity interests in each subsidiary of Buyer or Merger Sub have been duly authorized and validly issued and are fully paid and nonassessable and not subject to preemptive rights, and except as set forth in Section 3.1(b) of the Parent Buyer Disclosure Letter sets forth a true Schedule, all such shares or interests owned by Buyer, Merger Sub or another subsidiary of Buyer free and complete list clear of the Subsidiaries of Parent (each a “Parent Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLiens. (c) Section 5.1(c) of the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent The Company is a real estate investment trust corporation duly formedorganized, validly existing and in good standing under the Laws of the State of Maryland Delaware law and has all the requisite corporate power and authority necessary to own own, lease and conduct operate its properties and to carry on its business as it is now being conducted. Merger Sub The Company is in possession of all material franchises, grants, authorizations, licenses, permits, easements, consents, waivers, qualifications, certificates, Orders and approvals (collectively, “Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except to the extent that the failure to be so qualified or licensed would not have a Company Material Adverse Effect. (b) Each Subsidiary of the Company is a limited liability company legal entity, duly organized, validly existing and in good standing under the Laws laws of the State its respective jurisdiction of Maryland incorporation or organization and has all the requisite power and authority necessary to conduct own, lease and operate its properties and to carry on its business as it is now being conducted. Each Parent Significant Subsidiary of the Company is duly organizedin possession of all material Approvals necessary to own, validly existing lease and in good standing (with respect operate its properties and to jurisdictions which recognize such concept) under the Laws of its jurisdiction of organization and has the requisite power and authority to own and conduct carry on its business as it is now being conducted. Parent and each Parent Each Subsidiary is duly qualified or licensed as a foreign corporation to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties activities makes such qualification or licensing necessary, except for those jurisdictions where to the extent that the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Section 5.1(c2.1(c) of the Parent Company Disclosure Letter Schedule sets forth forth, as of the date hereof, a true and complete list of all of the Company’s directly and indirectly owned Subsidiaries, together with the jurisdiction of incorporation or organization of each Parent Subsidiary, the jurisdictions in which such Subsidiary that is qualified or licensed to do business as a REITforeign corporation and the percentage of each Subsidiary’s outstanding capital stock or other equity or other interest owned by the Company or another Subsidiary of the Company. Except as set forth in Section 2.1(c) of the Company Disclosure Schedule, a Qualified REIT Subsidiary neither the Company nor any of its Subsidiaries owns any equity or a Taxable REIT Subsidiarysimilar interest in, or any interest convertible into or exchangeable or exercisable for, directly or indirectly, any equity or similar interest in, any Person.

Organization and Qualification; Subsidiaries. (ai) Parent The Seller is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland Delaware and has a registered financial holding company under the requisite power Bank Holding Company Act of 1956 and authority the regulations promulgated thereunder, as amended (the “BHCA”). The Seller is also subject to conduct its business as now being conductedregulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Each Parent Significant Subsidiary subsidiary of the Seller (a “Seller Subsidiary,” or collectively, the “Seller Subsidiaries”) is a state banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the state of its jurisdiction incorporation or organization. Each of organization the Seller and the Seller Subsidiaries has the requisite power and authority to own own, lease and conduct operate the properties it now owns or holds under lease and to carry on its business as it is now being conducted. Parent and each Parent Subsidiary , is duly qualified or licensed as a foreign business entity to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (bii) Section 5.1(b) Each of the Parent Disclosure Letter sets forth a Seller and the Seller Subsidiaries has all Consents and Orders (the “Seller Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”) and the Illinois Department of Financial and Professional Regulation (the “IDFPR”), and neither the Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals. (iii) A true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”)Seller Subsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, Seller’s percentage ownership of each Parent Seller Subsidiary. Each Parent , and (ii) Laws under which the Seller Subsidiary and, to Parent’s knowledge, each Parent Joint Ventureis incorporated or organized, is set forth in compliance the Seller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock of each of the Seller Subsidiaries. Except for the Seller Subsidiaries, the Seller does not directly or indirectly own any capital stock or equity interest in, or any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, any corporation, partnership, joint venture or other business association or other Person, other than in the ordinary course of business and in no event in excess of 5% of the outstanding equity securities of such Person. (iv) The minute books of the Seller and each of the Seller Subsidiaries contain true, complete and accurate records in all material respects with the terms of its constituent organizational all meetings and other corporate actions held or governing documentstaken since January 1, except as has not had 2001, of their respective stockholders and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectBoards of Directors (including committees of their respective Boards of Directors). (c) Section 5.1(c) of the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent The Company is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws laws of the State of Maryland and British Virgin Islands. The Company has all the requisite corporate power and authority necessary to conduct own, lease and operate its properties and to carry on its business as it is now being conducted. Each Parent Significant Subsidiary The Company is in possession of all material franchises, grants, authorizations, licenses, permits, easements, consents, waivers, qualifications, certificates, Orders and approvals (collectively, “Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except to the extent that the failure to be so qualified or licensed would not have a Company Material Adverse Effect. Best Elite is a company duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws laws of the British Virgin Islands and has all the requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. (b) Each Subsidiary of the Company is a legal entity, duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization and incorporation or organization. Each Subsidiary of the Company has all the requisite power and authority necessary to own own, lease and conduct operate its properties and to carry on its business as it is now being conducted. Parent Each Subsidiary of the Company is in possession of all material Approvals necessary to own, lease and each Parent operate its properties and to carry on its business as it is now being conducted. Each Subsidiary is duly qualified or licensed as a foreign corporation to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties activities makes such qualification or licensing necessary, except for those jurisdictions where to the extent that the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as set forth in Section 5.1(c2.1(c) of the Parent Company Disclosure Letter sets forth a true and complete list Schedule, neither the Company nor any of each Parent Subsidiary that is a REITits Subsidiaries owns any equity or similar interest in, a Qualified REIT Subsidiary or a Taxable REIT Subsidiaryany interest convertible into or exchangeable or exercisable for, directly or indirectly, any equity or similar interest in, any Person.

Organization and Qualification; Subsidiaries. (a) Parent Each of the DLR Parties is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power corporate or other power, as the case may be, and authority to conduct its business as now being conducted. Each Parent Significant Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under of the Laws of its jurisdiction of organization and has the requisite power and authority to own and conduct its business as now being conducted. Parent and each Parent Subsidiary DLR Parties is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent DLR Material Adverse Effect. Parent DLR has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent DLR Governing Documents not filed prior to as of the date of this Agreement hereof with the SEC. Parent SEC and is in compliance with the terms of the Parent DLR Governing DocumentsDocuments in all material respects. DLR OP has delivered to or made available to the Company, except prior to the execution of this Agreement, true and complete copies of any amendments to the DLR OP Partnership Agreement not filed as of the date hereof with the SEC and is in compliance with the terms of the DLR OP Partnership Agreement in all material respects. REIT Merger Sub has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the REIT Merger Sub Governing Documents not had filed as of the date hereof with the SEC and would not reasonably be expected to have, individually or is in compliance with the aggregate, a Parent Material Adverse Effectterms of the REIT Merger Sub Governing Documents in all material respects. (b) Section 5.1(b4.1(b)(i) of the Parent DLR Disclosure Letter sets forth as of June 6, 2017 a true and complete list of the Subsidiaries of Parent DLR (each each, a “Parent DLR Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Parent DLR Subsidiary. Each Parent Significant Subsidiary and(i) is duly organized, validly existing, in good standing (with respect to Parent’s knowledge, each Parent Joint Venture, jurisdictions which recognize such concept) under the Laws of the jurisdiction of its organization and is in compliance in all material respects with the terms of its constituent organizational or governing documents, (ii) has all requisite corporate, partnership, limited liability company or other company (as the case may be) power and authority to conduct its business as now being conducted, and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except as has not had and for those jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent DLR Material Adverse Effect. (c) Except for the equity interests of the DLR Subsidiaries, the Company does not own, directly or indirectly, any other capital stock, debt securities or equity securities (including any securities convertible into shares or equity interests of) or other capital interests of any other Person. (d) Section 5.1(c4.1(d) of the Parent DLR Disclosure Letter sets forth a true and complete list of each Parent DLR Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

Organization and Qualification; Subsidiaries. (a) Parent REIT I is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing as an unincorporated association under the Laws laws of the State of Maryland California and has the requisite trust power and authority to conduct own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. REIT I is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a REIT I Material Adverse Effect. (b) Each Parent Significant REIT I Subsidiary is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such conceptthe extent applicable) under the Laws of its the jurisdiction of organization its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own own, lease and, to the extent applicable, operate its properties and conduct to carry on its business as it is now being conducted. Parent and each Parent Each REIT I Subsidiary is duly qualified or licensed to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, operated or leased by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification qualification, licensing or licensing good standing necessary, except for those jurisdictions where the failure such failures to be so qualified or qualified, licensed or to be in good standing would not reasonably be expected to havethat, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent REIT I Material Adverse Effect. (bc) Section 5.1(b4.1(c) of the Parent REIT I Disclosure Letter sets forth a true and complete list of the REIT I Subsidiaries and their respective jurisdictions of Parent (each a “Parent Subsidiary”), together with the jurisdiction of organization incorporation or incorporationorganization, as the case may be, the jurisdictions in which REIT I and the REIT I Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by REIT I in each REIT I Subsidiary, including a list of each Parent REIT I Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (each, a “Taxable REIT Subsidiary”) and each REIT I Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (d) Neither REIT I nor any REIT I Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the REIT I Subsidiaries and investments in short-term investment securities). (e) REIT I has made available to NNN REIT complete and correct copies of the REIT I Governing Documents. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, REIT I is in compliance in all material respects with the terms of its constituent organizational or governing documentsREIT I Governing Documents in all material respects. True and complete copies of REIT I’s minute books, except as has not had and would not reasonably be expected applicable, have been made available by REIT I to have, individually or in the aggregate, a Parent Material Adverse EffectNNN REIT. (cf) Section 5.1(c) of REIT I has not exempted any “Person” from the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary “Ownership Limit” or the “Common Shares Ownership Limit,” as such terms are defined in the REIT I Charter, or issued any REIT I Excess Shares or waived any requirement that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT SubsidiaryI Excess Shares be issued.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly formedan exempted company, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing or similar concept under the Laws of the State of Maryland and has the requisite power and authority to conduct its business as now being conductedBermuda. Each Parent Significant Subsidiary Amalgamation Sub is a Bermuda exempted company, duly organized, validly existing and in good standing or similar concept under the Laws of Bermuda. Each Parent Group Company (with respect to jurisdictions which recognize such conceptother than Parent and Amalgamation Sub) is an exempted company, corporation, limited liability company, limited partnership or other applicable business entity duly organized, validly existing and in good standing or similar concept (if applicable) under the Laws of its jurisdiction of organization and formation, except for such failures to be in good standing that would not reasonably be expected to be material to the Parent Group Companies taken as a whole. Each Parent Group Company has the requisite company or corporate, limited liability company, limited partnership or other applicable business entity power and authority to own own, lease and conduct operate its business properties and to carry on its businesses as now being presently conducted. Amalgamation Sub has not engaged in any business since it was incorporated which is not in connection with this Agreement. All of the outstanding shares of Amalgamation Sub are validly issued, fully paid and nonassessable and owned of record and beneficially by Bayshore Holdings Ltd., free and clear of all Liens. Parent has delivered to the Company complete and each correct copies of Parent’s and Amalgamation Sub’s respective Governing Documents in effect as of the date of this Agreement, and neither Parent Subsidiary nor Amalgamation Sub is in material violation of any of the provisions of its respective Governing Documents. (b) Each Parent Group Company is duly qualified or licensed to do transact business and is in good standing or similar concept (with respect to jurisdictions which recognize such conceptif applicable) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of its the business or the ownershipconducted by it, leasing or operation of its properties makes such qualification or licensing necessary, except for those in such jurisdictions where the failure to be so duly qualified or licensed or to be and in good standing or similar concept would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) Section Parent conducts its insurance operations through its Subsidiaries set forth in Schedule 5.1(c) (which, for the avoidance of doubt, excludes service companies, holding companies and other intermediary companies) (collectively, the “Parent Insurance Subsidiaries”). Each of the Parent Disclosure Letter sets forth Insurance Subsidiaries is, where required, (i) duly licensed or authorized as an insurance company in its jurisdiction of incorporation, (ii) duly licensed or authorized as an insurance company or is an eligible excess or surplus lines insurer, in each other jurisdiction where it is required to be so licensed, authorized or eligible and (iii) duly authorized or eligible in its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Parent Statutory Financial Statements, except where the failure to be so licensed, authorized or eligible would not reasonably be expected to be material to the Parent Insurance Subsidiaries taken as a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiarywhole.

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust corporation duly formedincorporated, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conductedMaryland. Merger Sub Parent OP is a limited liability company partnership duly organized, validly existing and in good standing under the Laws of the State of Maryland Delaware. REIT Merger Sub and has the requisite power and authority to conduct its business as now being conducted. Each New Parent Significant Subsidiary is OP are each limited liability companies duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its jurisdiction the State of organization and Delaware. Each of the Parent Parties has the requisite corporate, partnership and limited liability company power and authority authority, as applicable, to own own, lease and, to the extent applicable, operate any Parent Properties or other assets owned by it and to conduct its business as it is now being conducted. Each of the Parent and each Parent Subsidiary Parties is duly qualified or licensed to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the Parent Properties or other assets owned, operated or leased by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification qualification, licensing or licensing good standing necessary, except except, in each case, for those jurisdictions where the failure such failures to be so qualified or qualified, licensed or to be in good standing that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect. REIT Merger Sub, Parent has delivered to or made available to OP Holdco and New Parent OP were formed solely for the Companypurpose of engaging in the Mergers and the other transactions contemplated by this Agreement, prior to and New Parent OP, Parent OP Holdco and REIT Merger Sub have not conducted any activities other than in connection with their respective organization, the negotiation and execution of this AgreementAgreement and the consummation of the Mergers and the other transactions contemplated hereby. There are no current dissolution, true and complete copies of any amendments to revocation or forfeiture proceedings regarding the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectParties. (b) Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list list, as of the Subsidiaries date hereof, of the Parent (each a “Parent Subsidiary”)Subsidiaries, together with (i) the jurisdiction of organization incorporation or incorporationorganization, as the case may be, of each Parent Subsidiary. Each , (ii) the type of and percentage of interest held, directly or indirectly, by the Parent Parties or Parent Subsidiary and, to Parent’s knowledge, in each Parent Joint VentureSubsidiary, is (iii) the names of and the type of and percentage of interest held by any Person other than the Parent Parties or a Parent Subsidiary in compliance in all material respects with each Parent Subsidiary, and (iv) the terms classification for U.S. federal income Tax purposes of its constituent organizational each Parent Subsidiary. Except as set forth on Section 5.1(b) of the Parent Disclosure Letter or governing documents, except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Parent Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate or other legal entity power and authority to own, lease and, to the extent applicable, operate any Parent Properties or other assets owned by it and to conduct its business as it is now being conducted. Each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the Parent Properties or other assets owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. There are no current dissolution, revocation or forfeiture proceedings regarding any of the Parent Subsidiaries except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Except as set forth in Section 5.1(c) of the Parent Disclosure Letter sets forth a true and complete list Letter, none of each the Parent Parties or any Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary directly or a Taxable REIT Subsidiaryindirectly owns any interest or investment (whether equity or debt) in any Person (other than in the equity of the Parent Subsidiaries and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) Parent The Seller is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland Missouri and has a registered bank holding company under the requisite power Bank Holding Company Act of 1956 and authority the regulations promulgated thereunder, as amended (the “BHCA”). The Seller is also subject to conduct its business as now being conductedregulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Each Parent Significant Subsidiary subsidiary of the Seller (a “Seller Subsidiary,” or collectively the “Seller Subsidiaries”) is a state banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the state of its jurisdiction incorporation or organization. Each of organization the Seller and the Seller Subsidiaries has the requisite power and authority to own own, lease and conduct operate the properties it now owns or holds under lease and to carry on its business as it is now being conducted. Parent and each Parent Subsidiary , is duly qualified or licensed as a foreign business entity to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those such jurisdictions where in which the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Seller Material Adverse Effect. Parent Each Seller Subsidiary that is a Missouri bank has delivered to been in existence and actively engaged in business for five (5) or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmore years. (b) Section 5.1(b) Each of the Parent Disclosure Letter sets forth a true Seller and complete list of the Seller Subsidiaries of Parent has all Consents and Orders (each a “Parent SubsidiarySeller Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”), together with and the jurisdiction Missouri Division of organization Finance, and neither the Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or incorporation, as the case may be, modification of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documentsany Seller Approvals, except as has not had in each such case where such revocation or modification, or the failure to have such Seller Approvals (other than all required authorizations from the Federal Reserve Board, the FDIC and the Missouri Division of Finance) would not reasonably be expected to have, individually or in the aggregate, have a Parent Seller Material Adverse Effect. (c) Section 5.1(c) of the Parent Disclosure Letter sets forth a A true and complete list of the Seller Subsidiaries, together with (i) the Seller’s percentage ownership of each Parent Seller Subsidiary that and (ii) Laws under which the Seller Subsidiary is a REITincorporated or organized, a Qualified REIT Subsidiary is set forth in the Seller Disclosure Schedule. The Seller or a Taxable REIT Subsidiaryone or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock of each of the Seller Subsidiaries. Except for the Seller Subsidiaries, the Seller does not directly or indirectly own any capital stock or equity interest in, or any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, any corporation, partnership, joint venture or other business association or other Person, other than in the ordinary course of business and in no event in excess of 5% of the outstanding equity securities of such Person. (d) As used in this Agreement, the term “

Organization and Qualification; Subsidiaries. (a) Parent is a real estate investment trust duly formed, validly existing and in good standing under the Laws Section 2.01 of the State Company Disclosure Letter sets forth a complete and correct list of Maryland the name and has jurisdiction of organization of each “significant subsidiary” of the requisite power and authority to own and conduct Company as such term is defined in Regulation S-X promulgated by the SEC, as well as the percentage of outstanding equity interests of such “significant subsidiary” owned by the Company or any of its business as now being conductedSubsidiaries. Merger Sub The Company is a limited liability company duly organized, validly existing and in good standing under the Laws laws of the State its jurisdiction of Maryland incorporation, with all requisite corporate power to own its properties and has the requisite power and authority to conduct its business as now being currently conducted. Each Parent Significant Subsidiary of the Company’s Subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws laws of its jurisdiction of organization and has the requisite power and authority to own and conduct its business as now being conducted. Parent and each Parent Subsidiary is duly qualified incorporation or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessaryorganization, except for those jurisdictions where the failure to be so qualified or licensed or to be organized, existing and in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Section 5.1(b) Effect on the Company or a material adverse effect on the ability of the Parent Disclosure Letter sets forth a true Company to perform its obligations under and complete list consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). Each of the Company’s Subsidiaries of Parent (each a “Parent Subsidiary”)has all corporate or similar powers and authority required to own, together with the jurisdiction of organization or incorporation, lease and operate its respective properties and carry on its business as the case may be, of each Parent Subsidiary. Each Parent Subsidiary and, to Parent’s knowledge, each Parent Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documentsnow conducted, except as where the failure to have such power and authority has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (c) Section 5.1(c) Effect on the Company or a material adverse effect on the ability of the Parent Disclosure Letter sets forth Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). Each of the Company and its Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so licensed or qualified has not had and would not reasonably be expected to have a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary Material Adverse Effect on the Company or a Taxable REIT Subsidiarymaterial adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). The Company has heretofore furnished, or otherwise made available, to Parent a complete and correct copy of the certificate of incorporation and the bylaws, each as amended to the date hereof, of the Company.

Organization and Qualification; Subsidiaries. (a) Parent The Seller is a real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of Maryland and has the requisite power and authority to own and conduct its business as now being conducted. Merger Sub is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland Florida and has a registered bank holding company under the requisite power Bank Holding Company Act of 1956 and authority the regulations promulgated thereunder, as amended (the “BHCA”). The Seller is subject to conduct its business regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Seller is not a financial holding company under the Xxxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder, as now being conductedamended (the “GLB Act”). Each Parent Significant Subsidiary subsidiary of the Seller (a “Seller Subsidiary,” or collectively the “Seller Subsidiaries”) is a state banking association, corporation, limited liability company, limited partnership or trust duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the state of its jurisdiction incorporation or organization. Each of organization the Seller and the Seller Subsidiaries has the requisite power and authority to own own, lease and conduct operate the properties it now owns or holds under lease and to carry on its business as it is now being conducted. Parent and each Parent Subsidiary , is duly qualified or licensed as a foreign business entity to do business business, and is in good standing (with respect to jurisdictions which recognize such concept) standing, in each jurisdiction in which where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those such jurisdictions where in which the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Parent has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Parent Governing Documents not filed prior to the date of this Agreement with the SEC. Parent is in compliance with the terms of the Parent Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Seller Material Adverse Effect. (b) Section 5.1(b) Each of the Parent Disclosure Letter sets forth a Seller and the Seller Subsidiaries has all Consents and Orders (“Seller Approvals”) necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, including all required authorizations from the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”) and the Florida Office of Financial Regulation, and neither the Seller nor any Seller Subsidiary has received any notice of any Proceedings relating to the revocation or modification of any Seller Approvals. (c) A true and complete list of the Subsidiaries of Parent (each a “Parent Subsidiary”)Seller Subsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, Seller’s percentage ownership of each Parent Subsidiary. Each Parent Seller Subsidiary and, to Parent’s knowledge, each Parent Joint Ventureand (ii) Laws under which the Seller Subsidiary is incorporated or organized, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or set forth in the aggregateSeller Disclosure Schedule. The Seller or one or more of the Seller Subsidiaries owns beneficially and of record all of the outstanding shares of capital stock or other equity interests of each of the Seller Subsidiaries. Except for the Seller Subsidiaries, a Parent Material Adverse Effectthe Seller does not directly or indirectly own any capital stock or equity interest in, or any interests convertible into or exchangeable or exercisable for any capital stock or equity interest in, any corporation, partnership, joint venture or other business association or other Person, other than in the ordinary course of business and in no event in excess of 5% of the outstanding equity securities of such Person. (cd) Section 5.1(c) of As used in this Agreement, the Parent Disclosure Letter sets forth a true and complete list of each Parent Subsidiary that is a REIT, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.term “