Common use of Company Subsidiaries Clause in Contracts

Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, each of the Company Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act and the Exchange Act). There are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this AgreementMay 4, 2021, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, each of the Company Subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act and the Exchange Act). There are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this AgreementMay 4, 2021, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this AgreementMay 4, 2021. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Company Subsidiaries. Section 3.6 6.4 of the Company Disclosure Schedule listsSchedules sets forth the name of each Company Subsidiary, and with respect to each Company Subsidiary (a) its jurisdiction of organization and (b) the percentage of ownership by the Company with respect to each Company Subsidiary. The foregoing represents all of the issued and outstanding equity interests of the Target Companies as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock ofequity securities of each Company Subsidiary are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable Laws, and owned by one or more of the Target Companies free and clear of all Liens (other voting securities than those, if any, imposed by such Company Subsidiary’s Organizational Documents or ownership interests in, each applicable Laws). There are no Contracts to which the Company or any of the Company Subsidiaries is owned a party or bound with respect to the voting (including voting trusts or proxies) or transfer of the equity interests of any Company Subsidiary other than the Organizational Documents of any such Company Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Company Subsidiary is a party or which are binding upon any Company Subsidiary providing for the issuance or redemption of any equity interests of any Company Subsidiary. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Company Subsidiary. No Company Subsidiary has any limitation, whether by Contract, Order, or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Other than the CompanyCompany Subsidiaries, no Target Company has any Subsidiaries. Except for the equity interests of the Company Subsidiaries listed on Section 6.4 of the Company Disclosure Schedules: (i) no Target Company owns or has any rights to acquire, directly or indirectly, free and clear of any Lien and free of any restriction on the right to voteequity interests of, sell or otherwise dispose of such capital stock Control, any Person, (ii) no Target Company is a participant in any joint venture, partnership or other voting securities or ownership interests similar arrangement and (other than restrictions under the Securities Act and the Exchange Act). There iii) there are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding contractual obligations of the a Target Company to provide funds to or make any Company Subsidiary loan or capital contribution to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectother Person.

Company Subsidiaries. Each of Company and Nonpareil has -------------------- disclosed in Section 3.6 5.4 of the Company and Shareholder Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary Memorandum all of the Company Subsidiaries that are corporations (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), identifying its jurisdiction of incorporation, formation each jurisdiction in which it is qualified and/or licensed to transact business, and the number of shares owned and percentage ownership interest represented by such share ownership) and all of the Company Subsidiaries that are general or domicile limited partnerships, limited liability companies, or other non-corporate entities (identifying the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and its status for U.S. federal income tax purposes the amount and nature of the ownership interest therein). Except as disclosed in Section 5.4 of the Company and Shareholder Disclosure Memorandum, Company, Nonpareil or one of their respective wholly- owned Subsidiaries owns all of the issued and outstanding shares of capital stock (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2or other equity interests) of the Code each Company Subsidiary. No capital stock (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1or other equity interest) of any Company Subsidiary is or may become required to be issued (other than to another Company Entity) by reason of any Equity Rights, and there are no Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Company Entity is or may be bound to transfer any shares of the Code capital stock (each a “Taxable REIT or other equity interests) of any Company Subsidiary (other than to another Company Entity). There are no Contracts relating to the rights of any Company Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Company Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding shares of capital stock of, (or other voting securities or ownership interests in, equity interests) of each Company Subsidiary held by a Company Entity are fully paid and nonassessable under the applicable corporation Law of the Company Subsidiaries jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Company, directly or indirectly, Company Entity free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act Laws and the Exchange Act)applicable state securities Laws. There are no outstanding (a) securities Except as disclosed in Section 5.4 of the Company or any and Shareholder Disclosure Memorandum, each Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company is a corporation, and each such Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiaryis duly organized and validly existing, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (bas to corporations) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized incorporated or organized, and has all requisite the corporate power and authority necessary for it to own, lease lease, and operate its properties and assets Assets and to carry on its business as being conducted on the date of this Agreementnow conducted. Each of the Company Subsidiaries Subsidiary is duly qualified, authorized qualified or licensed to do transact business as a foreign corporation in each jurisdiction good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized qualified or licensed or is not reasonably likely to be in good standing would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The minute book and other organizational documents for each Company Subsidiary have been made available to Acquiror for its review, and, except as disclosed in Section 5.4 of the Company and Shareholder Disclosure Memorandum, are true and complete in all Material respects as in effect as of the date of this Agreement and accurately reflect in all Material respects all amendments thereto and all Material proceedings of the Board of Directors and shareholders thereof.

Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (ia) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding shares of capital stock or voting securities of, or other voting securities or ownership equity interests in, each of the Company Subsidiaries is Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, directly by a Company Subsidiary or indirectlyby the Company and a Company Subsidiary, free and clear of any Lien all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other stock, voting securities or ownership interests other equity interests), except for restrictions imposed by applicable securities Laws. Except as set forth in this Section 5.02(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (other than restrictions under the Securities Act and the Exchange Act). There are no outstanding (ax) any capital stock or any securities of the Company or any such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or ownership other equity interests in in, such Company Subsidiary, (y) any Company Subsidiary or (b) options warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from the Company or any such Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities of, or ownership other equity interests in, such Company Subsidiary or (z) any securities convertible into rights issued by, or exchangeable for other obligations of, such Company Subsidiary that are linked in any way to the price of any class of capital stock or other voting securities of, or ownership other equity interests in, any such Company Subsidiary, the value of such Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “or any part of such Company Subsidiary Securities”)or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. As Section 5.02(a) of the Company Disclosure Letter contains a complete and accurate list as of the date of this Agreement, there are no binding obligations Agreement of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws their respective jurisdictions of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectorganization.

Company Subsidiaries. Section 3.6 of the (a) The Company Disclosure Schedule lists, has delivered or made available to Parent a complete and accurate list as of the date hereof of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” Subsidiaries and collectively, the “Company Subsidiaries”), its jurisdiction their respective jurisdictions of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entityorganization. All of the outstanding shares of capital stock or voting securities of, or other voting securities or ownership equity interests in, each of the Company Subsidiaries is Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, directly by a Company Subsidiary or indirectlyby the Company and a Company Subsidiary (except with respect to de minimis equity interests held by another Person as required under applicable Law of jurisdictions outside the United States), free and clear of any Lien all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other stock, voting securities or ownership interests other equity interests), except for restrictions imposed by applicable securities Laws. Except as set forth in this Section 4.02(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (other than restrictions under the Securities Act and the Exchange Act). There are no outstanding (ax) any capital stock or any securities of the Company or any such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or ownership other equity interests in in, such Company Subsidiary, (y) any Company Subsidiary or (b) options warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from the Company or any such Company Subsidiary, or any other obligation of the Company or any such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or other voting securities of, or ownership other equity interests in, such Company Subsidiary or (z) any securities convertible into rights (including phantom equity or exchangeable for stock appreciation rights) issued by, or other obligations of, such Company Subsidiary that are linked in any way to the price of any class of capital stock or other voting securities of, or ownership other equity interests in, any such Company Subsidiary, the value of such Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “or any part of such Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectSubsidiary.

Company Subsidiaries. Section 3.6 The Company owns all of the issued and outstanding capital stock of Merger Subsidiary, and the Company or one of the Company Disclosure Schedule lists, as Subsidiaries owns all of the date issued and outstanding shares of this Agreement, capital stock (or other equity interests) of each of the other Company Subsidiaries which would qualify as a "Significant Subsidiary" (as such term is defined in Rule 1.02(w) of Regulation S-X promulgated under the Securities Laws) of the Company. No capital stock (or other equity interest) of any Company Subsidiary which would qualify as a Significant Subsidiary of the Company Company, is or may become required to be issued (each, a “other than to another Company Subsidiary” ) by reason of any Rights, and collectivelythere are no Contracts by which the Company or any of the Company Subsidiaries which is a Significant Subsidiary of the Company, is bound to issue (other than to the “Company or any of the Company Subsidiaries”), ) additional shares of its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, (or other voting securities equity interests) or ownership interests in, each Rights or by which the Company or any of the Company Subsidiaries is owned by or may be bound to transfer any shares of the Company, directly capital stock (or indirectly, free and clear other equity interests) of any Lien and free of the Company or any restriction on of the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests Company Subsidiaries (other than restrictions under to the Securities Act and Company or any of the Exchange ActCompany Subsidiaries). There are no outstanding (a) securities Contracts relating to the rights of the Company or any Company Subsidiary convertible into which is wholly-owned by the Company or exchangeable for which would qualify as a Significant Subsidiary of the Company, to vote or to dispose of any shares of the capital stock (or other equity interests) of any of the Company Subsidiaries. All of the shares of capital stock (or other voting securities or ownership interests in any equity interests) of each Company Subsidiary or (b) options or other rights to acquire from which would qualify as a Significant Subsidiary of the Company or any Company Subsidiary, or other obligation of and held by the Company or any Company Subsidiary to issue, have been duly and validly authorized and issued and are fully paid and nonassessable under the applicable corporation or similar Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Company or a Company Subsidiary free and clear of any Liens. None of the issued and outstanding shares of capital stock or of Merger Subsidiary, and none of the issued and outstanding stock of any other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (which qualifies as a Significant Subsidiary of the items Company, has been issued in clauses (a) and (b) being referred to collectively as the “violation of any preemptive rights of any Person. Each Company Subsidiary Securities”). As of the date of this Agreementis either a bank, there are no binding obligations partnership, limited liability company or a corporation, and each such Company Subsidiary which qualifies as a Significant Subsidiary of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and (as to corporations) in good standing under the Laws of the jurisdiction in which it is organized incorporated or organized, and has all requisite the corporate power and authority necessary for it to own, lease lease, and operate its properties and assets Assets and to carry on its business as being conducted on the date of this Agreementnow conducted. Each Company Subsidiary which qualifies as a Significant Subsidiary of the Company Subsidiaries is duly qualified, authorized qualified or licensed to do transact business as a foreign corporation in good standing in each of the States of the United States and in each foreign jurisdiction where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized qualified or licensed or is not reasonably likely to be in good standing would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company. The minute book and other organizational documents (and all amendments thereto) for each of the Company, Merger Subsidiary and each Company Subsidiary that qualifies as a Significant Subsidiary of the Company, have been made available to Bancorp for its review, and are true and complete in all material respects as in effect as of the date of this Agreement. A true, accurate and complete list of each Company Subsidiary is included in Section 7.4 of the Company Disclosure Memorandum.

Company Subsidiaries. The Company has disclosed in Section 3.6 5.4 of the Company Disclosure Schedule lists, as of the date of this Agreement, Memorandum each Subsidiary of the Company Subsidiaries that is a corporation (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), identifying its jurisdiction of incorporation, formation or domicile each jurisdiction in which it is qualified and/or licensed to transact business, the number of shares owned, the par value of such shares, which Company Entity holds such shares and its status for U.S. federal income tax purposes as (ithe percentage ownership interest represented by such share ownership) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, and each of the Company Subsidiaries that is a general or limited partnership, limited liability company, other non-corporate entity or other corporate entity formed pursuant to the Law of a foreign jurisdiction (identifying the foreign jurisdiction which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, the amount and nature of the ownership interest therein and which Company Entity holds such interests). A Company Entity owns all of the issued and outstanding shares of capital stock (or other equity interests) of each Company Subsidiary. Except as disclosed in Section 5.4 of the Company Disclosure Memorandum, (i) no capital stock (or other equity interest) of any Company Subsidiary is or may become required to be issued (other than to another Company Entity) by reason of any Equity Rights, and there are no Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Company Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Company Subsidiary (other than to another Company Entity); (ii) there are no Contracts to which any Company Entity, or to the Knowledge of the Company any other Person, is a party relating to the rights of any Company Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Company Subsidiary; and (iii) all of the shares of capital stock (or other equity interests) of each Company Subsidiary held by a Company Entity are fully paid and nonassessable, were issued or acquired in accordance with all applicable Laws and are owned by the Company, directly or indirectly, Company Entity free and clear of any Lien and free of any restriction on the right and, with respect to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act and the Exchange Act). There are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock of a German Company Entity, there has been no open or other voting securities or ownership interests disguised repayment of any capital contribution. Except as disclosed in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation Section 5.4 of the Company Disclosure Memorandum, none of the German Company Entities is a party to a profit and loss pooling agreement or any domination agreement. Each Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing existing, and (as to corporations) in good standing under the Laws of the jurisdiction in which it is organized incorporated or organized, and has all requisite the power and authority necessary for it to own, lease lease, and operate its properties and assets Assets and to carry on its business as being conducted on the date of this Agreementnow conducted. Each of the Company Subsidiaries Subsidiary is duly qualified, authorized qualified or licensed to do transact business as a foreign entity in each jurisdiction good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized qualified or licensed or is not reasonably likely to be in good standing would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The minute book and other organizational documents for each Company Subsidiary have been made available to Purchaser for its review and are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the Board of Directors, or other governing body, and shareholders thereof.

Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (ia) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding shares of capital stock or voting securities of, or other voting securities or ownership equity interests in, each of the Company Subsidiaries is Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, directly by a Company Subsidiary or indirectlyby the Company and a Company Subsidiary, free and clear of any Lien all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other stock, voting securities or ownership other equity interests except as set forth in the Voting Agreement), except for restrictions imposed by applicable securities Laws. Except as set forth in this Section 4.2(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (other than restrictions under the Securities Act and the Exchange Act). There are no outstanding (ai) any capital stock or any securities of the Company or any such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or ownership other equity interests in in, such Company Subsidiary, (ii) any Company Subsidiary or (b) options warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from the Company or any such Company Subsidiary, or any other obligation of the Company or any such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or other voting securities of, or ownership other equity interests in, such Company Subsidiary or (iii) any securities convertible into rights issued by, or exchangeable for other obligations of, such Company Subsidiary that are linked in any way to the price of any class of capital stock or other voting securities of, or ownership other equity interests in, any such Company Subsidiary, the value of such Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “or any part of such Company Subsidiary Securities”)or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. As Section 4.2(a) of the Company Disclosure Schedules contains a complete and accurate list as of the date of this Agreement, there are no binding obligations Agreement of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws their respective jurisdictions of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectorganization.

Company Subsidiaries. The Company has disclosed in Section 3.6 5.4 of the Company Disclosure Schedule lists, as of the date of this Agreement, Schedules each Subsidiary of the Company Subsidiaries that is a corporation (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), identifying its jurisdiction of incorporation, formation or domicile each jurisdiction in which it is qualified and/or licensed to transact business, and its status for U.S. federal income tax purposes as (ithe number of shares owned and percentage ownership interest represented by such share ownership) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, and each of the Company Subsidiaries that is owned a general or limited partnership, limited liability company or other non-corporate entity (identifying the jurisdiction in which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Except as disclosed in Section 5.4 of the Company Disclosure Schedules, the Company or one of its Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each Company Subsidiary free and clear of any Lien. No capital stock (or other equity interest) of any Company Subsidiary is or may become required to be issued (other than to another Company Entity) by reason of any Equity Rights, and there are no Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Company Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Company Subsidiary (other than to another Company Entity). There are no Contracts relating to the rights of any Company Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Company Subsidiary. Except for the ownership of the Subsidiaries of the Company, neither the Company nor any of its Subsidiaries, directly or indirectly, owns, or has agreed to purchase or otherwise acquire, the capital stock or other equity or voting interests of, or any interest convertible into or exchangeable for such capital stock or such equity or voting interests of, any Person. Except as set forth in Section 5.4 of the Company Disclosure Schedules, all of the shares of capital stock (or other equity interests) of each Company Subsidiary that is a corporation held by a Company Entity are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Company Entity free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act and the Exchange Act)Lien. There are no outstanding (a) securities of the Company or any Each Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized incorporated or organized, and has all requisite the corporate power and authority necessary for it to own, lease and operate its properties and assets Assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessarynow conducted, except where the failure of which would not reasonably be expected to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to transact business as a foreign entity in good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true and complete copies of the organizational documents of each of the Company’s material Subsidiaries as in effect as of the date of this Agreement, and each such copy accurately reflects in all respects all amendments thereto.

Company Subsidiaries. Section 3.6 of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (ia) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding shares of capital stock or voting securities of, or other voting securities or ownership equity interests in, each of the Company Subsidiaries is Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, directly by a Company Subsidiary or indirectlyby the Company and a Company Subsidiary, free and clear of any Lien all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other stock, voting securities or ownership interests (other than equity interests), except for restrictions under imposed by applicable securities Laws. Except as set forth in Section 5.2(a) of the Securities Act Company Disclosure Letter, there are no issued, reserved for issuance or outstanding, and the Exchange Act). There there are no outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (ax) any capital stock or any securities of the Company or any such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, or ownership other equity interests in in, such Company Subsidiary, (y) any Company Subsidiary or (b) options warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from the Company or any such Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities of, or ownership other equity interests in, such Company Subsidiary, or (z) any securities convertible into rights issued by, or exchangeable for other obligations of, such Company Subsidiary that are linked in any way to the price of any class of capital stock or other voting securities of, or ownership other equity interests in, any such Company Subsidiary, the value of such Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “or any part of such Company Subsidiary Securities”)or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. As Section 5.2(a) of the Company Disclosure Letter contains a true, correct and complete list as of the date of this Agreement, there are no binding obligations Agreement of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws their respective jurisdictions of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectorganization.

Company Subsidiaries. Section 3.6 Schedule 3.1(b) of the Company Disclosure Schedule lists, as of the date of this Agreement, Letter sets forth each Subsidiary of the Company and each other corporate or non-corporate subsidiary in which the Company owns any direct or indirect voting, capital profits or other beneficial interest (each, a “Other Company Subsidiary” and collectively, the “Company Subsidiaries”), its jurisdiction including a list of incorporation, formation each Subsidiary of the Company or domicile and its status for U.S. federal income tax purposes as (i) Other Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) or a “taxable REIT subsidiary” within the meaning of Section 856(1856(l) of the Code (each a “Taxable REIT Subsidiary”), together with (i) its respective jurisdiction of formation, (ii) each owner and the respective amount of such owner’s equity interest in such Subsidiary, (iii) an entity taxable as a corporation list of each jurisdiction in which such Subsidiary is qualified or licensed to do business and each assumed name under the Code that is neither a Qualified REIT which such Subsidiary nor a Taxable REIT Subsidiaryconducts business in any jurisdiction, and (iv) a partnershipthe classification for federal income tax purposes of each such Subsidiary and, or (v) a disregarded entityto the Knowledge of the Company, each Other Company Subsidiary. All of the outstanding shares of capital stock of, or other voting securities or ownership interests in, of each Subsidiary of the Company Subsidiaries that is a corporation have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly by another Subsidiary of the Company or indirectlyby the Company and another Subsidiary of the Company, free and clear of any Lien and all Encumbrances, other than Permitted Liens, and, other than Permitted Liens, free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the right to vote, sell sell, transfer, register or otherwise dispose of such capital stock the shares). All equity interests in each Subsidiary of the Company that is a partnership, limited liability company or other voting securities business trust are owned by the Company, by another Subsidiary of the Company, or ownership interests (by the Company and another Subsidiary of the Company, free and clear of all Encumbrances, other than restrictions under Permitted Liens, and, other than Permitted Liens, free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the Securities Act and right to vote, sell, transfer, register or otherwise dispose of the Exchange Actequity interests). There are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options options, warrants or other rights to acquire ownership interests of or from any Subsidiary of the Company or any Company Subsidiary, or other obligation Company. Each Subsidiary of the Company or any Company that is a corporation is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted, and each Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company that is a partnership, limited liability company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries business trust is duly organized, organized and validly existing and in good standing under the Laws laws of the its jurisdiction in which it is organized of organization and has all the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted on the date of this Agreementconducted. Each Subsidiary of the Company Subsidiaries is duly qualified, authorized qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing or operation of its properties makes such qualification, authorization licensing or licensing good standing necessary, except to other than in such jurisdictions where the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for interests in the Subsidiaries of the Company and investments in short-term investment securities, neither the Company nor any Subsidiary of the Company owns directly or indirectly any capital stock or other interest (equity or debt) in any other Person.

Company Subsidiaries. Section 3.6 6.4 of the Company Disclosure Schedule lists, as Schedules sets forth the name of the date of this Agreement, each Subsidiary of the Company (each, a “Company Subsidiary” , and collectively, the “with respect to each Company Subsidiaries”), Subsidiary (a) its jurisdiction of incorporationorganization, formation (b) its authorized shares or domicile and its status for U.S. federal income tax purposes as other equity interests (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”if applicable), and (iic) a “taxable REIT subsidiary” within the meaning number of Section 856(1) of issued and outstanding shares or other equity interests and the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entityrecord holders and beneficial owners thereof. All of the outstanding capital stock ofequity securities of each Company Subsidiary are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered, sold and delivered in compliance with all applicable Laws, and owned by one or more of the Target Companies free and clear of all Liens (other voting securities than those, if any, imposed by such Company Subsidiary’s Organizational Documents or ownership interests in, each applicable Laws). There are no Contracts to which the Company or any of the Company Subsidiaries is owned a party or bound with respect to the voting (including voting trusts or proxies) or transfer of the equity interests of any Company Subsidiary other than the Organizational Documents of any such Company Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Company Subsidiary is a party or which are binding upon any Company Subsidiary providing for the issuance or redemption of any equity interests of any Company Subsidiary. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Company Subsidiary. No Company Subsidiary has any limitation, whether by Contract, Order, or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. Other than the CompanyCompany Subsidiaries, no Target Company has any Subsidiaries. Except for the equity interests of the Company Subsidiaries listed on Section 6.4 of the Company Disclosure Schedules: (i) no Target Company owns or has any rights to acquire, directly or indirectly, free and clear of any Lien and free of any restriction on the right to voteequity interests of, sell or otherwise dispose of such capital stock Control, any Person, (ii) no Target Company is a participant in any joint venture, partnership or other voting securities or ownership interests similar arrangement and (other than restrictions under the Securities Act and the Exchange Act). There iii) there are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding contractual obligations of the a Target Company to provide funds to or make any Company Subsidiary loan or capital contribution to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as being conducted on the date of this Agreement. Each of the Company Subsidiaries is duly qualified, authorized or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectother Person.

Company Subsidiaries. Section 3.6 The Company owns all of the issued and outstanding capital stock of Merger Subsidiary, and the Company or one of the Company Disclosure Schedule lists, as Subsidiaries owns all of the date issued and outstanding shares of this Agreement, capital stock (or other equity interests) of each of the other Company Subsidiaries which would qualify as a "Significant Subsidiary" (as such term is defined in Rule 1.02(w) of Regulation S-X promulgated under the Securities Laws) of the Company. No capital stock (or other equity interest) of any Company Subsidiary which would qualify as a Significant Subsidiary of the Company Company, is or may become required to be issued (each, a “other than to another Company Subsidiary” ) by reason of any Rights, and collectivelythere are no Contracts by which the Company or any of the Company Subsidiaries which is a Significant Subsidiary of the Company, is bound to issue (other than to the “Company or any of the Company Subsidiaries”), ) additional shares of its jurisdiction of incorporation, formation or domicile and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, (or other voting securities equity interests) or ownership interests in, each Rights or by which the Company or any of the Company Subsidiaries is owned by or may be bound to transfer any shares of the Company, directly capital stock (or indirectly, free and clear other equity interests) of any Lien and free of the Company or any restriction on of the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests Company Subsidiaries (other than restrictions under to the Securities Act and Company or any of the Exchange ActCompany Subsidiaries). There are no outstanding (a) securities Contracts relating to the rights of the Company or any Company Subsidiary convertible into which is wholly-owned by the Company or exchangeable for which would qualify as a Significant Subsidiary of the Company, to vote or to dispose of any shares of the capital stock (or other equity interests) of any of the Company Subsidiaries. All of the shares of capital stock (or other voting securities or ownership interests in any equity interests) of each Company Subsidiary or (b) options or other rights to acquire from which would qualify as a Significant Subsidiary of the Company or any Company Subsidiary, or other obligation of and held by the Company or any Company Subsidiary to issue, have been duly and validly authorized and issued and are fully paid and nonassessable under the applicable corporation or similar Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Company or a Company Subsidiary free and clear of any Liens. None of the issued and outstanding shares of capital stock or of Merger Subsidiary, and none of the issued and outstanding stock of any other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (which qualifies as a Significant Subsidiary of the items Company, has been issued in clauses (a) and (b) being referred to collectively as the “violation of any preemptive rights of any Person. Each Company Subsidiary Securities”). As of the date of this Agreementis either a bank, there are no binding obligations partnership, limited liability company or a corporation, and each such Company Subsidiary which qualifies as a Significant Subsidiary of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, validly existing and (as to corporations) in good standing under the Laws of the jurisdiction in which it is organized incorporated or organized, and has all requisite the corporate power and authority necessary for it to own, lease lease, and operate its properties and assets Assets and to carry on its business as being conducted on the date of this Agreementnow conducted. Each Company Subsidiary which qualifies as a Significant Subsidiary of the Company Subsidiaries is duly qualified, authorized qualified or licensed to do transact business as a foreign corporation in good standing in each of the States of the United States and in each foreign jurisdiction where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized qualified or licensed or is not reasonably likely to be in good standing would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company. The minute book and other organizational documents (and all amendments thereto) for each of the Company, Merger Subsidiary and each Company Subsidiary that qualifies as a Significant Subsidiary of the Company, have been made available to TBI for its review, and are true and complete in all material respects as in effect as of the date of this Agreement. A true, accurate and complete list of each Company Subsidiary is included in Section 7.4 of the Company Disclosure Memorandum.

Company Subsidiaries. Section 3.6 Schedule 3.1(b) of the Company Disclosure Schedule lists, as of the date of this Agreement, Letter sets forth each Subsidiary of the Company (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), its respective jurisdiction of incorporationformation, formation or domicile each owner and its status for U.S. federal income tax purposes as (i) a “qualified REIT subsidiary” within the meaning respective amount of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT such owner’s equity interest in such Subsidiary, (iv) and a partnership, list of each jurisdiction in which such Subsidiary is qualified or (v) a disregarded entitylicensed to do business and each assumed name under which such Subsidiary conducts business in any jurisdiction. All of the outstanding shares of capital stock of, or other voting securities or ownership interests in, of each Subsidiary of the Company Subsidiaries that is a corporation have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly by another Subsidiary of the Company or indirectlyby the Company and another Subsidiary of the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any Lien kind or nature whatsoever (collectively, “Liens”), other than Permitted Liens, and other than Permitted Liens, free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the right to vote, sell sell, transfer, register or otherwise dispose of such capital stock the shares), and all equity interests in each Subsidiary of the Company that is a partnership, limited liability company or other voting securities business trust are owned by the Company, by another Subsidiary of the Company, or ownership interests (by the Company and another Subsidiary of the Company, free and clear of all Liens, other than restrictions under Permitted Liens, and other than Permitted Liens, free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the Securities Act and right to vote, sell, transfer, register or otherwise dispose of the Exchange Actequity interests). There are no outstanding (a) securities of the Company or any Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (b) options options, warrants or other rights to acquire ownership interests of or from any Subsidiary of the Company or any Company Subsidiary, or other obligation Company. Each Subsidiary of the Company or any Company that is a corporation is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted, and each Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company that is a partnership, limited liability company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries business trust is duly organized, organized and validly existing and in good standing under the Laws laws of the its jurisdiction in which it is organized of organization and has all the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted on the date of this Agreementconducted. Each Subsidiary of the Company Subsidiaries is duly qualified, authorized qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing or operation of its properties makes such qualification, authorization licensing or licensing good standing necessary, except to other than in such jurisdictions where the extent that any failure to be so qualified, authorized or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for interests in the Subsidiaries of the Company and investments in short-term investment securities, neither the Company nor any Subsidiary of the Company owns directly or indirectly any capital stock or other interest (equity or debt) in any other Person.

Company Subsidiaries. Company has disclosed in Section 3.6 5.4 of the -------------------- Company and Shareholder Disclosure Memorandum each of the Company Disclosure Schedule lists, as of the date of this Agreement, each Subsidiary of the Company Subsidiaries that are corporations (each, a “Company Subsidiary” and collectively, the “Company Subsidiaries”), identifying its jurisdiction of incorporation, formation or domicile each jurisdiction in which it is qualified and/or licensed to transact business, and its status for U.S. federal income tax purposes as (ithe number of shares owned and percentage ownership interest represented by such share ownership) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”), (iii) an entity taxable as a corporation under the Code that is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary, (iv) a partnership, or (v) a disregarded entity. All of the outstanding capital stock of, or other voting securities or ownership interests in, and each of the Company Subsidiaries that are general or limited partnerships, limited liability companies, or other non-corporate entities (identifying the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Except as disclosed in Section 5.4 of the Company and Shareholder Disclosure Memorandum, Company or one of its wholly-owned Company Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each Company Subsidiary. No capital stock (or other equity interest) of any Company Subsidiary is or may become required to be issued (other than to another Company Entity) by reason of any Equity Rights, and there are no Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other equity interests) or Equity Rights or by which any Company Entity is or may be bound to transfer any shares of the capital stock (or other equity interests) of any Company Subsidiary (other than to another Company Entity). There are no Contracts relating to the rights of any Company Entity to vote or to dispose of any shares of the capital stock (or other equity interests) of any Company Subsidiary. All of the shares of capital stock (or other equity interests) of each Company Subsidiary held by a Company Entity are fully paid and nonassessable under the applicable corporation Law of the jurisdiction in which such Company Subsidiary is incorporated or organized and are owned by the Company, directly or indirectly, Company Entity free and clear of any Lien and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests (other than restrictions under the Securities Act Laws and the Exchange Act)applicable state securities Laws. There are no outstanding (a) securities Except as disclosed in Section 5.4 of the Company or any and Shareholder Disclosure Memorandum, each Company Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any is a corporation, and each such Company Subsidiary or (b) options or other rights to acquire from the Company or any Company Subsidiary, or other obligation of the Company or any Company Subsidiary to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or ownership interests in, any Company Subsidiary (the items in clauses (a) and (b) being referred to collectively as the “Company Subsidiary Securities”). As of the date of this Agreement, there are no binding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Each of the Company Subsidiaries is duly organized, organized and validly existing and in good standing under the Laws of the jurisdiction in which it is organized incorporated or organized, and has all requisite the corporate power and authority necessary for it to own, lease lease, and operate its properties and assets Assets and to carry on its business as being conducted on the date of this Agreementnow conducted. Each of the Company Subsidiaries Subsidiary is duly qualified, authorized qualified or licensed to do transact business as a foreign corporation in each jurisdiction the States of the United States and foreign jurisdictions where the character of its Assets or the current nature or current conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, authorization or licensing necessary, except to the extent that any failure to be so qualified, authorized qualified or licensed or is not reasonably likely to be in good standing would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The minute book and other organizational documents for each Company Subsidiary have been made available to Acquiror for its review, and, except as disclosed in Section 5.4 of the Company and Shareholder Disclosure Memorandum, are true and complete in all Material respects as in effect as of the date of this Agreement and accurately reflect in all Material respects all amendments thereto and all Material proceedings of the Board of Directors and shareholders thereof prior to the date hereof.