Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock equity securities of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder security holder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, each “significant subsidiary” of the Company (Company, as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company X (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) ), has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to and (B) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. (A) Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and CHS, Community Health Investment Corporation, CHS Professional Service Corporation and Hallmark Healthcare Corporation and each other entity in subsidiary which the Company holds is a direct hospital holding company or indirect ownership interest that is material to the Company an operating hospital (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in Exhibit 21 to the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to and (b) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each Great Western Bank (the “Bank”) is a bank chartered under the laws of the State of South Dakota to transact business as a state-chartered bank and the charter of the Bank is in full force and effect. The Bank and each other “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction (to the extent the concept of “good standing” is applicable in each such jurisdiction) in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to have such power and authority or to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to and (B) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under the agreements to which it is party and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries “significant subsidiaries” of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to Schedule C hereto. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or debt securities of any corporation or have any equity or debt interest in any firm, partnership, joint venture, association or other entity that is not a Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material subsidiaries listed on Exhibit 21 to the Company (each a “Subsidiary” andRegistration Statement, collectivelywhich are the only subsidiaries of Virginia BCBS, the “Subsidiaries”) has been duly organized or formed incorporated and is validly existing as a corporation, partnership, limited liability company or similar entity corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified would in good standing could not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; and none of the outstanding shares of capital stock of any Subsidiary such subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiarysubsidiary. The only direct Prior to the effectiveness of the Plan, the Company will have no subsidiaries other than TMSI and, upon the effectiveness of the Plan, will have no subsidiaries other than Trigon Insurance and subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration StatementTrigon Insurance.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-XX promulgated by the Commission) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) ), which includes, without limitation, the entities listed on Exhibit C attached hereto, has been duly incorporated or organized or formed and is validly existing as a corporation, partnership, corporation or limited liability company or similar entity company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation, has formation with the power and authority (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where the failure to be so qualified qualify would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock or other ownership interests of each such Subsidiary of its subsidiaries has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, Company or the Operating Partnership directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liensequity, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None none of the outstanding shares of capital stock of any Subsidiary subsidiary of the Company was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiarysubsidiary. The As of the date of this Agreement, the only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 to C attached hereto, and (b) certain other subsidiaries which, considered in the Registration Statement or such amendment to aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated by the Registration StatementCommission.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock, membership or other equity securities interests of each such Subsidiary has have been duly authorized and validly issued, to the extent such Subsidiary is a corporation, are fully paid and non-assessable and is are owned by the Company, directly or indirectly through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock stock, membership interest or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (A) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement or such amendment to and (B) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, limited partnership, limited liability company company, Massachusetts business trust or similar entity general partnership, as the case may be, under the laws of its jurisdiction of organization and is in good standing under the laws of the its jurisdiction of its incorporationorganization, has power (corporate or otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus and is duly qualified as a foreign corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the Time of Sale Information and Prospectus, all of the issued and outstanding equity securities shares of capital stock of each such Subsidiary has subsidiary of the Company which is a corporation, have been duly authorized and validly issued, is issued and are fully paid and non-assessable assessable, and is to the extent owned by the CompanyCompany or any of its subsidiaries (except for directors’ qualifying shares and as described or reflected generally in the Registration Statement, the Time of Sale Information and the Prospectus) are owned directly or through subsidiariesindirectly by the Company, free and clear of any Lienall liens, claim encumbrances, equities or equity other than claims, in each case with such Liens, claims or equities thatexceptions, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect. None The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company or Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, of such subsidiary, and to the extent owned by the Company or any of its subsidiaries (except as described or reflected generally in the Registration Statement, the Time of Sale Information and the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except, in the case of each subsidiary of the Company, for liens, encumbrances, equities or claims which individually or in the aggregate would not be material to the Company’s ownership of such subsidiary or to the Company’s exercise of its rights with respect to such subsidiary; and none of the outstanding shares of capital stock stock, partnership interests, membership interests or shares of beneficial interests, as the case may be, of any Subsidiary subsidiary of the Company was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statementsubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent post-effective amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such post-effective amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is the shares of each such Subsidiary owned by the CompanyCompany are so owned, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity equity, other than such Liensshares of the Subsidiaries owned by the Company that are pledged as collateral pursuant to the security and pledge agreement, claims or equities thatdated June 24, individually or in 2010, between the aggregateCompany and Xxxxx Fargo Bank, would not reasonably be expected to have a Material Adverse EffectNational Association, as administrative agent. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “"Subsidiary” and, " and collectively, the “"Subsidiaries”") has been duly organized or formed and is validly existing as a corporation, partnership, corporation or limited liability company or similar entity company, as the case may be, in good standing under the laws of the jurisdiction of its incorporationorganization, has the corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock or limited liability interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock or limited liability interests of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement or such amendment to and (b) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse EffectChange. Except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Subsidiaries of the Company as of are the date of Subsidiaries listed in Exhibit 21.1 to the Registration Statement or Company’s Annual Report on Form 10-K for the most recent amendment recently ended fiscal year and other than (i) those subsidiaries not required to the Registration Statement, as applicable, are the subsidiaries be listed on Exhibit 21 to 21.1 by Item 601 of Regulation S-K under the Registration Statement or such amendment to Exchange Act and (ii) those subsidiaries formed since the Registration Statementlast day of the most recently ended fiscal year.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company Partnership (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited partnership or limited liability company or similar entity company, as applicable, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has all corporate, limited partnership or limited liability company, as applicable, power and authority necessary to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the CompanyPartnership, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect(“Lien”). None of the outstanding shares of capital stock equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The For purposes of this Section 1(a)(x), the only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, Partnership are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to and (B) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has all requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity securities of interests in each such Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiariesother subsidiaries of the Company, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySignificant Subsidiary or any other person or entity. For the purposes of this Agreement, “subsidiary” (and except as used in the term “significant subsidiary”) means each direct and indirect subsidiary of the Company, including, without limitation, the Operating Partnership and its controlled entities. The only direct subsidiaries of the Company as of the date of the Registration Statement term “subsidiary” or the most recent amendment to the Registration Statement“subsidiaries” shall include, as applicablewithout limitation, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statementeach “Subsidiary.”

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly incorporated or organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization and is validly existing in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably reasonable be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Significant Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities of each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is in defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is is, or upon consummation of the Formation Transactions will be, owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Company does not, and will not upon consummation of the Company as of Formation Transactions, own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries entities listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed formed, as applicable, and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, has corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have have, singly or in the aggregate, a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities of ownership interests in each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liensequity, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None and none of the outstanding shares of capital stock of ownership interests in any Subsidiary was were issued in violation of the any preemptive rights, resale rights, rights of first offer or refusal or other similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as are (A) the subsidiaries of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries Company listed on Exhibit 21 to the Registration Statement or such amendment to and (B) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized or formed and is validly existing as a corporation, partnership, corporation or limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of securityholder or such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 to Schedule C hereto and (b) certain other subsidiaries which, considered in the Registration Statement or such amendment to the Registration Statement.aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each Great Western Bank (the “Bank”) is a bank chartered under the laws of the State of South Dakota to transact business as a state-chartered bank and the charter of the Bank is in full force and effect. The Bank and each other “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of The Company currently has five subsidiaries. They are listed on Schedule C attached hereto, which is incorporated herein (the "SUBSIDIARIES"). Other than the Subsidiaries, the Company (as such term does not own or control, directly or indirectly, more than 5% of any class of equity security of any corporation, association or other entity. Each Subsidiary is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” andduly organized, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has the requisite corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement or the Prospectus and is duly qualified as a foreign company or corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesa Subsidiary, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of There are no outstanding subscriptions, options, warrants, convertible or exchangeable securities or other rights granted to or by the Company as or any Subsidiary to purchase shares of the date common stock or other securities of the Registration Statement any Subsidiary and there are no commitments, plans or the most recent amendment arrangements to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement issue any such securities or any security convertible into or exchangeable for such amendment to the Registration Statementsecurities.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporationincorporation or other organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity securities of interests in each such Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySignificant Subsidiary or any other entity. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, each “significant subsidiary” of the Company (Company, as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company X (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) ), has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to Company’s Annual Report on Form 10-K filed with the Registration Statement.Commission on March 1, 2019 and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “"Significant Subsidiary” " and, collectively, the “"Significant Subsidiaries”") has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than equity, except for the security interests in such Lienscapital stock granted to certain lenders, claims or equities that, individually or noteholders and guarantors as described in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None Prospectus; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Significant Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to Schedule 4 hereto (each a "Subsidiary" and, collectively, the Registration Statement or such amendment to the Registration Statement"Subsidiaries").

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement. No Pending Action. There is no action, suit or proceeding pending, or, to the knowledge of the Company, threatened or contemplated before or by any arbitrator, court or other government body, domestic or foreign, against or affecting any Issuer Entity or any respective subsidiary thereof which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated by this Agreement. The aggregate of all pending legal or governmental proceedings to which any Issuer Entity or any respective subsidiary thereof is a party or of which any of their respective properties or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect or materially adversely affect other properties or assets of any Issuer Entity or any respective subsidiary thereof.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization (to the extent applicable in such jurisdiction), has all requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to and (B) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity securities interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is immediately after the Reorganization Transaction, will be owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The Immediately after the Reorganization Transaction, the only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are will be (A) the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to and (B) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) Subsidiary has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company corporation or similar entity other organization in good standing under the laws of the jurisdiction of its incorporation, formation or organization, has the requisite corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified would in good standing or have such power or authority could not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySubsidiary arising by operation of law, or under the articles of incorporation, bylaws or other organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. The only direct subsidiaries Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed set forth on Exhibit 21 to the Registration Statement or such amendment to Company’s Annual Report on Form 10-K for the Registration Statementyear ended December 31, 2015.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of Delphi and the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”) "), has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and, in the case of the subsidiaries owning a property (each, a "Property") that will secure the mortgage notes to be issued by Delphi to the Company (the "Mortgage Notes"), to own such Property, and is duly qualified as a foreign company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by Delphi or the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of Delphi are (A) the Company Subsidiaries listed on Schedule C hereto and (B) certain other subsidiaries, each of which is not a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X. Holdings is the only Subsidiary of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration StatementCompany.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity securities of interests in each such Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Significant Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, each “significant subsidiary” of the Company (Company. as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company X (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) ), has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to and (B) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have or result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of claim or equity, other than any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect. None of the outstanding shares of capital stock equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1‑02(w) of Regulation S‑X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10‑K (each, a “Significant Subsidiary”). Each Significant Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized or formed and is validly existing as a corporation, limited partnership, general partnership or limited liability company or similar entity company, as applicable, in good standing under the laws of the jurisdiction of its incorporation, in which it is chartered or organized and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Registration Statement and the Prospectus, and is duly qualified to transact business or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, and is in good standing in each the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified qualify or register would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in All the Registration Statementoutstanding shares of capital stock, all of the issued and outstanding partnership interests, limited liability company interests or other equivalent equity securities interests of each such Significant Subsidiary has have been duly authorized and validly issued, is issued and are fully paid and non-assessable non‑assessable, and, except as otherwise set forth in each of the Registration Statement and is the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Significant Subsidiaries are owned by the Company, Company either directly or through subsidiaries, wholly‑owned Significant Subsidiaries free and clear of any Lienperfected security interest or any other security interests, claim claims, liens or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statementencumbrances.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, limited liability company, limited partnership, limited liability company trust company, statutory business trust or similar entity bank in good standing under the laws of the its respective jurisdiction of its incorporation, has incorporation or organization with the power and authority (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Final Prospectus and is duly qualified as a foreign organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and Final Prospectus, all of the issued and outstanding capital stock or other equity securities interests of each such Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and non-assessable. All of the issued and outstanding shares of capital stock or other equity interests of each such Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of equity; none of the outstanding shares of capital stock or other equity interest of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder or equity holder of such Subsidiary. The only direct subsidiaries Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries Subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration StatementSchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-XX promulgated by the Commission) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) ), which includes, without limitation, the entities listed on Exhibit D hereto, has been duly incorporated or organized or formed and is validly existing as a corporation, partnership, corporation or limited liability company or similar entity company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation, has formation with the power and authority (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where the failure to be so qualified qualify would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding equity securities capital stock or other ownership interests of each such Subsidiary of its subsidiaries has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, Company or the Operating Partnership directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liensequity, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None none of the outstanding shares of capital stock of any Subsidiary subsidiary of the Company was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiarysubsidiary. The As of the date of this Agreement, the only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 to I hereto and (b) certain other subsidiaries which, considered in the Registration Statement or such amendment to aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Registration StatementCommission.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as shall be considered such term is defined in Rule 1-02 only from and after the date of Regulation S-X) and each other entity in which its acquisition by the Company holds a direct unless otherwise indicated or indirect ownership interest that is material to the context requires otherwise. Each subsidiary of the Company set forth on Exhibit A hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity limited partnership in good standing under the laws of the jurisdiction of its incorporationorganization, has power the corporate, limited liability company or limited partnership power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock, limited liability company interests or limited partnership interests, as the case may be, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock stock, limited liability company interests or limited partnership interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder, member or partner, as the case may be, of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each corporation, partnership, limited liability company or other entity in of which the Company holds a direct owns, directly or indirect ownership interest that is material to indirectly, more than fifty percent (50%) of the Company share capital, other equity or voting power of such entity (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock (or other ownership interests) of each such Subsidiary has been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock (or other ownership interests) of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement., none of which are a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing (to the extent such concept is applicable) under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the French Disclosure Materials, the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified or to be in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the French Disclosure Materials, the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was of the Company were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company are (A) Cellectis, Inc., Calyxt, Inc. and Cellectis Biologics, Inc. and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” direct or indirect subsidiary of the Company (as such term that is defined in Rule 1-02 of Regulation S-X) and each other entity in which consolidated with the Company holds a direct or indirect ownership interest that is material to the Company for financial reporting purposes under GAAP (each each, a “Subsidiary” and, and collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement and the Company Agreements, as applicable; and each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company Except (A) as of the date of the Registration Statement or the most recent amendment to set forth in the Registration Statement, as applicablethe General Disclosure Package and the Prospectus and (B) for portfolio investments made after March 31, are 2024 the subsidiaries listed on Exhibit 21 to the Registration Statement Company does not own, directly or such amendment to the Registration Statementindirectly (including through its ownership of SVCP), any shares of stock or any other equity or debt securities of any corporation or have any equity or debt interest in any firm, partnership, joint venture, association or other entity that is not a Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporationincorporation or other organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity securities of interests in each such Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable non‑assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySignificant Subsidiary or any other entity. The only direct subsidiaries Significant Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration StatementSchedule E hereto.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-XX promulgated under the 1933 Act) and each other entity in which the Company holds (each, a direct or indirect ownership interest that is material to the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized or formed and is validly existing as a corporation, corporation or partnership, limited liability company or similar entity as the case may be, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case maybe, has corporate or partnership, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectus or in Schedule A hereto, all of the issued and outstanding equity securities capital stock of each such corporate Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, and all of the partnership interests of each partnership Subsidiary have been duly authorized and validly issued and are owned by the Company, directly or through subsidiaries, in each case free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock or partnership interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or other similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration StatementSchedule A hereto.

Good Standing of Subsidiaries. (A) Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries Subsidiaries listed on Exhibit 21 to the Registration Statement Statement. The Company does not currently conduct business through any of its Subsidiaries and no Subsidiary is, or such amendment owns or possesses any properties, assets or rights which are, material to the Registration Statementcondition, financial or otherwise, or the earnings, business affairs or business prospectus of the Company.

Good Standing of Subsidiaries. Each “significant "subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the ----------------------------- Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries Subsidiaries listed on Exhibit 21 to the Registration Statement or Statement. The only "significant subsidiaries" of the Company (as such amendment to the Registration Statementterm is defined in Rule 1-02 of Regulation S-X) are WESCO Distribution, Inc., a Delaware Corporation, CDW Realco, Inc., a Delaware Corporation and WESCO Distribution-Canada, Inc., an Ontario Corporation.

Good Standing of Subsidiaries. Each Venture Bank (the “Bank”), a Washington state chartered bank, is the sole “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) The Bank and each other entity in which the Company holds a direct or indirect ownership interest that is material to subsidiary of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed formed, as the case may be, and is validly existing as a corporationcorporation or statutory trust, partnershipas the case may be, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, has corporate or trust power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or trust to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Subsidiaries of the Company are (a) the Bank, and (b) certain other Subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any LienLien (as defined below), claim except for those securing indebtedness under the Existing Credit Facilities or equity other than such Liensthose which will secure the indebtedness under the New Credit Facility, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date completion of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, transaction contemplated by this Agreement are (A) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement or such amendment to and (B) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties Properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock or other ownership interests of each such Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiarysubsidiary. The only direct subsidiaries Company does not, and will not upon the consummation of the Company as Formation Transactions, own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries entities listed on Exhibit 21 to the Registration Statement or such amendment to Statement. For the Registration Statementpurposes of this Agreement, “subsidiary” means each direct and indirect subsidiary of the Company, including, without limitation, the Operating Partnership and, upon the consummation of the Formation Transactions, each of the surviving entities in the Formation Transactions.

Good Standing of Subsidiaries. Each UMB Bank National Association (the “Bank”) is the only “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporationincorporation or other organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. The Bank is a national bank chartered under the laws of the United States and its charter is in full force and effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity securities of each such Subsidiary has interests in the Bank have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was or other equity interests in the Bank were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiarythe Bank or any other entity. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to Schedule D attached hereto, and other than the Registration Statement or such amendment to Bank, none of the Registration Statement.Company’s subsidiaries which, considered in the aggregate as a single subsidiary, constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent post-effective amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement or such post-effective amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, partnership or limited liability company or similar entity in good standing under the laws of the its jurisdiction of its incorporationincorporation or other organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity securities of interests in each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of or other equity interests in any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySubsidiary or any other entity. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement or Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. The Company is the sole general partner of the Operating Partnership and holds such amendment to number and/or percentage of Units in the Operating Partnership as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as of the dates set forth therein. The Agreement of Limited Partnership of the Operating Partnership, dated as of June 25, 1998, as amended (the “Operating Partnership Agreement”), is in full force and effect.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, partnership or limited liability company or similar entity in good standing under the laws of the its jurisdiction of its incorporationincorporation or other organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity securities of interests in each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of or other equity interests in any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySubsidiary or any other entity. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement or Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. The Company is the sole general partner of the Operating Partnership and holds such amendment to number and/or percentage of Units in the Operating Partnership as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as of the dates set forth therein. The Agreement of Limited Partnership of the Operating Partnership, dated as of June 25, 1998, as amended (the “Operating Partnership Agreement”), is in full force and effect.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Company’s “subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, partnership or limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, formation or organization, has such entity power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other equity securities interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock or other equity interest of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of Except for the Company equity interests in the Subsidiaries and except as of the date of the Registration Statement or the most recent amendment to otherwise disclosed in the Registration Statement, as applicablethe General Disclosure Package and the Prospectus, are the subsidiaries listed on Exhibit 21 to the Registration Statement Company does not own, directly or such amendment to the Registration Statementindirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has the corporate or similar power and authority to own, own or lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (or such equivalent concept to the extent it exists under the laws of such jurisdiction), whether by reason of the ownership or leasing of property their properties or the conduct of their business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding equity securities share capital of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiaryequity. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. No subsidiary of the Company is currently prohibited, directly or such amendment indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Registration StatementCompany, from making any other distribution on such subsidiary’s share capital or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material listed on Exhibit 21 to the Company Registration Statement (each a “Subsidiary” and, collectively, the “Subsidiaries”) ), has been duly organized or formed and organized, is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Registration Statement, the General Disclosure Package and the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business, except where the failure to be so qualified or in good standing would not not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all All of the issued and outstanding equity securities capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, claim mortgage, pledge, lien, encumbrance, or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectclaim. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Registrant does not, and will not upon consummation of the Company as offering of the date Securities and any related transactions, own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries entities listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized or formed and is validly existing as a corporation, partnership, corporation or limited liability company or similar entity (as applicable) in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate or limited liability company (as applicable) power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company (as applicable) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock or members' interests (as applicable) of each such Subsidiary has been duly authorized and validly issued, and, in the case of Subsidiaries that are corporations, is fully paid and non-assessable assessable, and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or (except for any pledge thereof securing the Revolving Credit Agreement (as defined in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None Registration Statement)); none of the outstanding shares of capital stock or members' interests (as applicable) of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder or member (as applicable) of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 Schedule D to the Registration Statement or such amendment to the Registration Statementthis Agreement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock equity securities of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder security holder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized or formed and is validly existing as a limited liability company, corporation, partnership, limited liability company partnership or similar entity general partnership in good standing under the laws of the jurisdiction of its incorporationorganization, has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign limited liability company, corporation, limited partnership or general partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed described in the Registration StatementStatement and except as would not result in a Material Adverse Effect, all of the issued and outstanding equity securities capital stock of each such Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock stock, limited liability company interests or partnership interests of any Subsidiary of the Subsidiaries was issued in violation of the any preemptive or similar rights arising by operation of law, or under the charter, by-laws, certificate of formation, limited liability company agreement, partnership agreement, or other organizational documents of any stockholder of such SubsidiarySubsidiary or under any agreement to which the Company or any Subsidiary is a party. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company as listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company CLNC 2019-FL 1, Ltd. and CLNC 2019-FL1, LLC (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have to, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lienmaterial security interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) and each Guarantor has been duly organized or formed and is validly existing as a corporation, partnership, limited partnership or limited liability company or similar entity company, as the case may be, in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, has corporate (or similar organizational) power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; other than liens, pledges and encumbrances under the Company’s or any subsidiary’s secured credit facilities and except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Subsidiaries of the Company as of are (a) the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries Subsidiaries listed on Exhibit 21 to Schedule D hereto and (b) certain other subsidiaries which, considered in the Registration Statement or such amendment to the Registration Statement.aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-XX (“Rule 1-02”)) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) is listed on Schedule D attached hereto and has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity corporation in good standing standing, where applicable, under the laws of the jurisdiction of its incorporation, has power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectus or the Disclosure Package and is duly qualified as a foreign corporation to transact business and is in good standing standing, where applicable, in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or be so qualified would in good standing could not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the Prospectus and the Disclosure Package, all of the issued and outstanding equity securities shares of capital stock of each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-non assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the any preemptive or other similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company are (a) the Subsidiaries and (b) certain other subsidiaries which, considered in the aggregate as of the date of the Registration Statement or the most recent amendment to the Registration Statementa single subsidiary, do not constitute a “significant subsidiary” (as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statementdefined in Rule 1-02).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing (to the extent the concept of “good standing” is applicable under the laws of such jurisdiction) under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement does not own or the most recent amendment to the Registration Statementcontrol, as applicabledirectly or indirectly, are any corporation, association or other entity other than the subsidiaries listed on in Exhibit 21 21.1 to the Registration Statement or such amendment to Company’s Annual Report on Form 10-K for the Registration Statementfiscal year ended December 31, 2019.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Rani Parties (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock, membership or other equity securities interests of each such Subsidiary has have been duly authorized and validly issued, to the extent such Subsidiary is a corporation, are fully paid and non-assessable and is are owned by the Companya Rani Party, directly or indirectly through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock stock, membership interest or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, partnership or limited liability company or similar entity in good standing under the laws of the its jurisdiction of its incorporationincorporation or other organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity securities of interests in each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of or other equity interests in any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySubsidiary or any other entity. The only direct subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. The Company is the sole general partner of the Operating Partnership and holds such number and/or percentage of Units in the Operating Partnership as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as of the dates set forth therein. The Agreement of Limited Partnership of the Operating Partnership, dated as of June 25, 1998, as amended (the “Operating Partnership Agreement”), is in full force and effect. Amendment No. 5 to the Operating Partnership Agreement, which establishes the terms of the preferred units of partnership interest in the Operating Partnership designated as the 7.25% Series B Preferred Partnership Units (the “Series B Units”) to be issued by the Operating Partnership to the Company in connection with the Company’s sale of the Securities, has been duly authorized, executed and delivered by the general partner and the limited partners of the Operating Partnership and is in full force and effect. If required for the valid issuance of the Series B Units to be issued in connection with the Company’s sale of the Securities, an Amendment No. 7 to the Operating Partnership Agreement (the “Amendment No. 7 to the Operating Partnership Agreement”), increasing the number of units designated as the Series B Units to exceed the 5,400,000 units of the Series B Units authorized as of the date of this Agreement to an extent sufficient to cover the Registration Statement issuance of the Series B Units to be issued in connection with the Company’s sale of the Securities, will be, at the Closing Time or the most recent amendment to the Registration Statementat any Date of Delivery, as applicablethe case may be, are duly authorized, executed and delivered by the subsidiaries listed on Exhibit 21 to general partner and the Registration Statement or such amendment to limited partners of the Registration StatementOperating Partnership and will be in full force and effect.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all All of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (or such equivalent concept to the extent it exists under the laws of such jurisdiction) and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than equity, except to the extent any such Lienssecurity interests, claims mortgage, pledge, encumbrance or equities thatclaim would not, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.Regulation S-X;

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) Subsidiary has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company corporation or similar entity other organization in good standing under the laws of the jurisdiction of its incorporation, formation or organization, has the requisite corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified would in good standing or have such power or authority could not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySubsidiary arising by operation of law, or under the articles of incorporation, bylaws or other organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. The only direct subsidiaries Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed set forth on Exhibit 21 to the Registration Statement or such amendment to Company’s Annual Report on Form 10-K for the Registration Statementyear ended December 31, 2018.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) X of the Rules and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (Regulations, each a “"Significant Subsidiary” and, collectively, " and collectively the “"Subsidiaries”") has been duly organized or formed and is validly existing as a corporation, partnership, corporation or limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and is duly qualified as a foreign corporation, entity or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration StatementOffering Memorandum, all of the issued and outstanding equity securities capital stock or limited liability company interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity equity, other than such Liens, claims or equities that, individually or Permitted Liens (as defined in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None Indenture); none of the outstanding shares of capital stock or limited liability company interests of any Subsidiary the Subsidiaries was issued in violation of the any preemptive or similar rights arising by operation of law, or under the charter or by-laws of any stockholder of such Subsidiary. The only direct subsidiaries of Subsidiary or under any agreement to which the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statementany Subsidiary is a party.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities of each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, partnership or limited liability company or similar entity in good standing under the laws of the its jurisdiction of its incorporationincorporation or other organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity securities of interests in each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of or other equity interests in any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySubsidiary or any other entity. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement or Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. The Company is the sole general partner of the Operating Partnership and holds such amendment to number and/or percentage of Units in the Operating Partnership as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as of the dates set forth therein. The Agreement of Limited Partnership of the Operating Partnership, dated as of June 25, 1998, as amended (the “Operating Partnership Agreement”), is in full force and effect.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) of the Company and each other entity “significant subsidiary” (as such term is defined in which the Company holds a direct or indirect ownership interest that is material to the Company Rule 1-02 of Regulation S-X) of Holdings (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) ), has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction State of its incorporationDelaware or Texas, has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities interests of each such Subsidiary has of the Subsidiaries have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the CompanyCompany or Holdings, as applicable, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock equity interests of any Subsidiary was of the Subsidiaries were issued in violation of the preemptive or similar rights of any stockholder equity holder of such SubsidiarySubsidiaries. The only direct subsidiaries of Neither the Company as of the date of the Registration Statement nor Holdings owns or the most recent amendment to the Registration Statementcontrols, as applicabledirectly or indirectly, are any corporation, association or other entity other than the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing or equivalent status under the laws of the jurisdiction of its incorporationorganization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under the Operative Documents and the Reorganization Documents to which it is a party and is duly qualified to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (except as such non-assessability may be affected by Sections 101.114, 101.153 and 101.206 of the Texas Business Organizations Code) and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company Amphastar Laboratories, Inc., Xxxxxxxxx Pharmaceuticals, Inc., International Medication Systems, Limited, Amphastar Nanjing Pharmaceuticals Co., Ltd., and Amphastar France Pharmaceuticals SAS (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock and other ownership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct or indirect subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-XX under the 1933 Act) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited partnership or limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, as applicable, has corporate, limited partnership or limited liability company power and authority authority, as applicable, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of, or other equity securities of interests in, each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesother subsidiaries of the Company, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary of, or other equity interests in, the Significant Subsidiaries was issued in violation of the any preemptive or similar rights of any stockholder securityholder of such Significant Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, each “significant subsidiary” of the Company (Company, as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company X (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) ), has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to Company’s Annual Report on Form 10-K filed with the Registration Statement.Commission on February 28, 2018 and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, partnership or limited liability company or similar entity in good standing under the laws of the its jurisdiction of its incorporationincorporation or other organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity securities of interests in each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of or other equity interests in any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySubsidiary or any other entity. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement or Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. The Company is the sole general partner of the Operating Partnership and holds such amendment to number and/or percentage of Units in the Operating Partnership as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as of the dates set forth therein. The Agreement of Limited Partnership of the Operating Partnership, dated as of June 25, 1998, as amended (the “Operating Partnership Agreement”), is in full force and effect. Amendment No. 10 to the Operating Partnership Agreement, dated as of August 18, 2017 (the “Amendment No. 10 to the Operating Partnership Agreement”), which established the terms of the preferred units of partnership interest in the Operating Partnership designated as the 6.50% Series C Preferred Partnership Units (the “Series C Units”), with such number of Series C Units so designated being sufficient to cover the Series C Units to be issued by the Operating Partnership to the Company in connection with the Company’s sale of the Securities, was duly authorized, executed and delivered by the general partner and the limited partners of the Operating Partnership and is in full force and effect on the date hereof. An Amendment No. 11 to the Operating Partnership Agreement (the “Amendment No. 11 to the Operating Partnership Agreement”), which will increase the number of preferred units of partnership interest in the Operating Partnership designated as the 6.50% Series C Preferred Partnership Units (the “Series C Units”), will be, at the Closing Time, duly authorized, executed and delivered by the general partner and the limited partners of the Operating Partnership and will be in full force and effect.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which (including the Company holds a direct or indirect ownership interest that is material to the Company Bank) (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporationincorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties and properties, to conduct its business as described and, in the Prospectus case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all All of the issued and outstanding shares of capital stock of or other equity securities of interests in each such Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is and, except as disclosed on Schedule C, are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySignificant Subsidiary or any other entity. The only direct subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of the date Rule 1-02 of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.Regulation S-

Good Standing of Subsidiaries. Each “significant subsidiary” Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which including the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”Guarantor) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or other organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration StatementProspectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and and, to the extent owned by the Company is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries As used herein “Subsidiary” means each subsidiary of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on in Exhibit 21 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, in each case that is in existence on the date hereof. The Company does not own or control, directly or indirectly, any corporation, association or other entity, other than those subsidiaries which, in the aggregate, would constitute a “Significant Subsidiary,” as such amendment to term is defined in Rule 1-02 of Regulation S-X under the Registration StatementAct.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has the corporate or similar power and authority to own, own or lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (or such equivalent concept to the extent it exists under the laws of such jurisdiction), whether by reason of the ownership or leasing of property their properties or the conduct of their business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding equity securities share capital of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiaryequity. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (A) the subsidiaries listed on Exhibit 21 8.1 to the Registration Statement Company’s Annual Report on Form 20-F and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. No subsidiary of the Company is currently prohibited, directly or such amendment indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Registration StatementCompany, from making any other distribution on such subsidiary’s share capital or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization (to the extent such concepts are applicable in such jurisdictions), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (to the extent such concepts are applicable in such jurisdictions), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities shares in the Company’s capital or similar ownership interests of each such Subsidiary of the Company’s subsidiaries has been duly authorized and validly issued, issued and is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding issued shares of in the capital stock of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiarysubsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which (including the Company holds Bank) (each, a direct or indirect ownership interest that is material to the Company (each a “"Significant Subsidiary” " and, collectively, the “"Significant Subsidiaries”") has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporationincorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties and properties, to conduct its business as described and, in the Prospectus case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all All of the issued and outstanding shares of capital stock of or other equity securities of interests in each such Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is and, except as set forth on Schedule B, are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySignificant Subsidiary or any other entity. The only direct subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of the date Rule 1-02 of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.Regulation S-

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing (to the extent such concept is applicable) under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing (to the extent such concept is applicable) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to and (B) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material identified on listed on Exhibit 21.1 to the Company Pre-Effective Amendment No. 1 to the Registration Statement (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and organized, is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and and, except as set forth on Section 3(x) of the Disclosure Schedule attached hereto as Schedule B (the “Disclosure Schedule”), is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, claim mortgage, pledge, lien, encumbrance or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectclaim. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 21.1 to the Pre-Effective Amendment No. 1 to the Registration Statement or such amendment to and (b) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, partnership or limited liability company or similar entity in good standing under the laws of the its jurisdiction of its incorporationincorporation or other organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity securities of interests in each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of or other equity interests in any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such SubsidiarySubsidiary or any other entity. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement or Company’s most recent Annual Report on Form 10-K and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. The Company is the sole general partner of the Operating Partnership and holds such amendment to number and/or percentage of Units in the Operating Partnership as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as of the dates set forth therein. The Agreement of Limited Partnership of the Operating Partnership, dated as of June 25, 1998, as amended (the “Operating Partnership Agreement”), is in full force and effect.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized or formed incorporated and is validly existing as a corporation, partnership, limited liability company or similar entity corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and each Significant Subsidiary (as defined herein) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and assessable, and, except as set forth on Schedule C attached hereto, is directly or through Subsidiaries wholly owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder security holder of such Subsidiary. Attached hereto as Schedule C is a true and complete list of the Subsidiaries of the Company. As used herein, "Significant Subsidiary" means any subsidiary designated by the Company as a Significant Subsidiary in Schedule C attached hereto. The only direct subsidiaries assets of the Significant Subsidiaries (i) constitute at least 95% of the total assets of the Company and its Subsidiaries considered as one enterprise and (ii) produced at least 95% of the date operating income of the Registration Statement or Company and its Subsidiaries considered as one enterprise in each of the most recent amendment to the Registration Statementlast three fiscal years, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statementin each case determined in accordance with generally accepted accounting principles.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each corporation, partnership, limited liability company or other entity in of which the Company holds a direct owns, directly or indirect ownership interest that is material to indirectly, more than fifty percent (50%) of the Company share capital, other equity or voting power of such entity (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity and in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock (or other ownership interests) of each such Subsidiary has been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock (or other ownership interests) of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to and (B) certain other subsidiaries which, considered in the Registration Statement.aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which than the Company holds a direct or indirect ownership interest that is material to the Company Operating Partnership, if any (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) ), has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, organization or formation, and each Subsidiary has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable nonassessable and is is, or upon consummation of the Formation Transactions will be, owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Company does not, and will not upon consummation of the Company as of Formation Transactions, own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries entities listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company identified on listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K, Celsius European Holdings B.V., organized to consummate the Acquisition (as such term is defined in Rule 1-02 of Regulation S-X“Celsius Holland”) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company Func Food (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary (on both an actual and a pro forma basis that gives effect to the Acquisition) has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, claim mortgage, pledge, lien, encumbrance or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectclaim. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement or such amendment to Company’s Annual Report on Form 10-K incorporated by reference into the Registration Statement., (b) Celsius Holland and (c) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly incorporated or organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization and is validly existing in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably reasonable be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all All of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Significant Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-XX promulgated by the Commission) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) ), which includes, without limitation, the entities listed on Exhibit D hereto, has been duly incorporated or organized or formed and is validly existing as a corporation, partnership, corporation or limited liability company or similar entity company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation, has formation with the power and authority (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where the failure to be so qualified qualify would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock or other ownership interests of each such Subsidiary of its subsidiaries has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, Company or the Operating Partnership directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liensequity, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None none of the outstanding shares of capital stock of any Subsidiary subsidiary of the Company was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiarysubsidiary. The As of the date of this Agreement, the only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (a) the subsidiaries listed on Exhibit 21 to D hereto and (b) certain other subsidiaries which, considered in the Registration Statement or such amendment to aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated by the Registration StatementCommission.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent post-effective amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such post-effective amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) Wxxxxxx Oil and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Gas, Wxxxxxx Programs, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The As of the date of this Agreement, the only direct subsidiaries of the Company as are the Subsidiaries, Wxxxxxx Transpetco LP, LLC and Wxxxxxx Transpetco GP, LLC. The subsidiaries of the date Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary,” and, and collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries Company does not own or control, directly or indirectly, any corporation, association or other entity that are “Significant Subsidiaries” as defined under Rule 1.02(w) of Regulation S-X under the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are 1933 Act other than the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to Company’s Annual Report on Form 10-K/A for the Registration Statementyear ended December 31, 2014.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing (to the extent such concept is legally relevant) under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing (to the extent such concept is legally relevant) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be so qualified in good standing would not reasonably be expected to have result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity securities capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectequity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any stockholder securityholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment 21.1 to the Registration Statement.. None of such subsidiaries is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.