Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existence, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all of the outstanding capital stock or partnership interests of each Subsidiary have been duly authorized and validly issued or created, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D attached hereto.

Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (each as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 0000 Xxx) (each, a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) ), if any, has been duly organized and is validly existing as a corporation, partnership or limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceformation, as the case may be, has corporate corporate, limited liability company, partnership or partnership trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company, partnership or partnership real estate investment trust, 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 to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed stated in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership interests shares of each Subsidiary have been duly authorized and are validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding capital shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any preemptive or other similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All securityholder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary of the Company which is a significant subsidiary (each each, a “Significant Subsidiary” and collectively the “Subsidiaries”) as defined in Rule 405 of Regulation C of the 1933 Act Regulations has been duly organized and is validly existing as a corporation, partnership or limited liability companycompany or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power and authority as a corporation, limited liability company or partnership, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Information and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or partnership 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 to qualify or to and be in good standing would not result in have a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, ; all of the issued and outstanding capital stock or partnership interests of each Subsidiary have such corporate subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, except for directors’ qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction on voting or transfer, equity; and all of the issued and outstanding partnership or createdlimited liability company interests of each such subsidiary which is a partnership or limited liability company, as applicable, have been duly authorized (if applicable) and validly issued and are fully paid and non-assessable and (except as for other partnership or limited liability company interests described in Schedule D the Time of Sale Information and the Prospectus) are owned by the Company, directly or through the Subsidiariescorporate subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D attached hereto.

Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are (a) the Subsidiaries listed on Schedule D attached hereto.E hereto 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 subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and Registration Statement, the General Disclosure Package or the Prospectus and is duly qualified as a foreign corporation or partnership 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 to so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, membership interests or partnership other similar interests of each Subsidiary such subsidiary that is a limited liability company have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partyLien. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached heretoExhibit B hereto and Exhibit B hereto accurately sets forth whether each such subsidiary is a corporation or limited liability company and the jurisdiction of organization of each such subsidiary.

Good Standing of Subsidiaries. Each subsidiary of the Company The subsidiaries listed on Schedule 2.11 hereto (each a “Subsidiary” and collectively the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceformation (either the Republic of the Xxxxxxxx Islands or Malta), has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 to so to qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse EffectChange. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all All of the issued and outstanding capital stock or partnership interests of each Subsidiary have has been duly authorized and validly issued or created, are and is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the one or more wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility or equityloan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All security holder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been Subsidiary is duly incorporated or organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or partnership trust 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership equity interests of in each Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-assessable non‑assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equityequitable interests; none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries in any Subsidiary was issued in violation of of, or subject to, any preemptive right, co‑sale right, registration right, right of first refusal or other similar rights of equity holders or any other person arising by operation of law, or under the charter, by-laws or other charter organizational documents of any Subsidiary or each Subsidiary, under any agreement to which the Company or any Subsidiary is a partyparty or otherwise. All The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company did not as of the Subsidiaries date of its most recently filed balance sheet with the Company are listed on Schedule D attached heretoCommission, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. Each subsidiary material "subsidiary" of the Company (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership limited liability company or limited liability company, as the case may be, partnership in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership the power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or limited 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock stock, limited liability company interests or limited partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock stock, limited liability company interests or limited partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary securityholder, member or under any agreement to which the Company or any Subsidiary is a partypartner of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized or formed, as applicable, and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or existenceformation, has corporate trust, partnership, limited liability company or partnership similar power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign corporation or partnership to transact business and entity. Each subsidiary of the Company 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 to qualify or to be in good standing would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership ownership interests in each subsidiary of each Subsidiary the Company (including, without limitation, all of the issued and outstanding OP Units of the Operating Partnership) have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock or partnership ownership interests in any subsidiary of the Subsidiaries was Company were issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysimilar rights. All As of the Subsidiaries Company’s most recently completed fiscal year, the only subsidiaries of the Company are (A) the subsidiaries of the Company listed on Schedule D attached hereto.Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the applicable year 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 subsidiary “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 or partnership, limited liability company, as the case may be, company or similar entity in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing so qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests equity securities of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equity; none 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 or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partystockholder of such Subsidiary. All of the Subsidiaries 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 Schedule D attached heretoExhibit 21 to the Registration Statement or such post-effective amendment to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary of the Company listed on Exhibit 21.0 to the Company’s Annual Report on Form 10-K (each each, a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership similar power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership interests of each Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equity; none claim. None of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D attached hereto.Exhibit 21.0 to the Company’s Annual Report on Form 10-K incorporated by reference into 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.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and Registration Statement, the General Disclosure Package or the Prospectus and is duly qualified as a foreign corporation or partnership 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 to so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, membership interests or partnership other similar interests of each Subsidiary such subsidiary that is a limited liability company have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partyLien. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached heretoExhibit C hereto and Exhibit C hereto accurately sets forth whether each such subsidiary is a corporation or limited liability company and the jurisdiction of organization of each such subsidiary.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been Subsidiary is duly incorporated or organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or partnership trust 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership equity interests of in each Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equityequitable interests; none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries in any Subsidiary was issued in violation of of, or subject to, any preemptive right, co-sale right, registration right, right of first refusal or other similar rights of equity holders or any other person arising by operation of law, or under the charter, by-laws or other charter organizational documents of any Subsidiary or each Subsidiary, under any agreement to which the Company or any Subsidiary is a partyparty or otherwise. All The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of the Subsidiaries December 31, 2010, have any “significant subsidiaries” (as defined in Rule 1-02(w) of the Company are listed on Schedule D attached heretoRegulation S-X).

Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and collectively and, collectively, the “Subsidiaries”,” which term, for the avoidance of doubt, includes r services LLC) has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power limited liability company power, as applicable, and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or partnership 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 in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All securityholder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the 10-K and Crusaders Owner LLC, Crusaders Lessee LLC, Crusaders Hotel Owner LLC, Xxxxxxx Owner LLC and Xxxxxxx Lessee LLC (each each, a “Subsidiary” and collectively Delaware limited liability company) (collectively, the “Subsidiaries”) ). Each of the Operating Partnership and each other Subsidiary has been duly organized and is validly existing as a corporationlimited partnership, partnership or trust, limited liability companycompany or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporation formation or existenceorganization, has the partnership, trust or corporate or partnership power power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement and the Prospectus and is duly qualified as a foreign corporation partnership, trust, limited liability company or partnership corporation, 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement and the Prospectus, all of the issued and outstanding capital stock or partnership equity interests of each Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries was any Subsidiary were issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All securityholder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary Subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized formed and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power and authority to own, lease and operate its properties Properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 to so to qualify or to be in good standing would not result in have a Material Adverse Effect. Except as otherwise disclosed stated in the Time of Sale Prospectus and the Prospectus, all of the issued and outstanding capital stock or partnership other ownership interests of in each such Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for security interests granted in respect of indebtedness of the Company or any of its Subsidiaries and described in the Prospectus; and none of the outstanding shares of capital stock or partnership other ownership interests of the Subsidiaries in such Subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company securityholder of such subsidiary or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D attached heretoother person.

Good Standing of Subsidiaries. Each subsidiary of the Company (each each, a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership similar power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership interests of each Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are the shares of each such Subsidiary owned by the CompanyCompany are so owned, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none , other than shares of the Subsidiaries owned by the Company that are pledged as collateral pursuant to the security and pledge agreement, dated June 24, 2010, between the Company and Xxxxx Fargo Bank, National Association, as administrative agent. None of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been Subsidiary is duly incorporated or organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or partnership trust 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership equity interests of in each Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-assessable non‑assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equityequitable interests; none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries in any Subsidiary was issued in violation of of, or subject to, any preemptive right, co‑sale right, registration right, right of first refusal or other similar rights of equity holders or any other person arising by operation of law, or under the charter, by-laws or other charter organizational documents of any Subsidiary or each Subsidiary, under any agreement to which the Company or any Subsidiary is a partyparty or otherwise. All The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of the Subsidiaries December 31, 2017, have any “significant subsidiaries” (as defined in Rule 1‑02(w) of the Company are listed on Schedule D attached heretoRegulation S‑X).

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been Subsidiary is duly incorporated or organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or partnership trust 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership equity interests of in each Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-assessable non‑assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equityequitable interests; none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries in any Subsidiary was issued in violation of of, or subject to, any preemptive right, co‑sale right, registration right, right of first refusal or other similar rights of equity holders or any other person arising by operation of law, or under the charter, by-laws or other charter organizational documents of any Subsidiary or each Subsidiary, under any agreement to which the Company or any Subsidiary is a partyparty or otherwise. All The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of the Subsidiaries December 31, 2011, have any “significant subsidiaries” (as defined in Rule 1‑02(w) of the Company are listed on Schedule D attached heretoRegulation S‑X).

Good Standing of Subsidiaries. Each subsidiary (as such term is defined in Rule 1-02 of the Company Regulation S-X) (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") of Diamond Growers or Diamond Foods has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, business entity in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership legal power and authority to own, own or lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation business entity (corporate or partnership otherwise) 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership equity interests of each such Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned (except for preferred securities issued by DW Capital Trust I) by Diamond Growers or Diamond Foods, as the Companycase may be, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries each such Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the The only Subsidiaries of (A) Diamond Growers prior to the Company Effective Time are the entities listed on Schedule D attached hereto.Exhibit 21.01 to the Registration Statement, and (B) Diamond Foods are the entities listed on Exhibit

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized or formed, as applicable, and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or existenceformation, has corporate trust, partnership, limited liability company or partnership similar power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign corporation or partnership to transact business and entity. Each subsidiary of the Company 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 to qualify or to be in good standing would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership ownership interests in each subsidiary of each Subsidiary the Company (including, without limitation, all of the issued and outstanding OP Units of the Operating Partnership) have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock or partnership ownership interests in any subsidiary of the Subsidiaries was Company were issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysimilar rights. All of the Subsidiaries The only subsidiaries of the Company are (A) the subsidiaries of the Company listed on Schedule D attached hereto.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.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been Subsidiary is duly incorporated or organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or partnership trust 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership equity interests of in each Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equityequitable interests; none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries in any Subsidiary was issued in violation of of, or subject to, any preemptive right, co-sale right, registration right, right of first refusal or other similar rights of equity holders or any other person arising by operation of law, or under the charter, by-laws or other charter organizational documents of any Subsidiary or each Subsidiary, under any agreement to which the Company or any Subsidiary is a partyparty or otherwise. All The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company did not as of the Subsidiaries date of its most recently filed balance sheet with the Company are listed on Schedule D attached heretoCommission, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus Prospectuses and is duly qualified as a foreign corporation or 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 in good standing would could not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are upon consummation of the Separation will be, owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are upon consummation of the Separation will be (a) the subsidiaries listed on Schedule D attached hereto.Exhibit 21 to the Registration Statement and (b) certain other subsidiaries none of which, when combined with all other such subsidiaries, would constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) Subsidiary has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or existenceorganization, has the requisite corporate or partnership organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement and the Prospectus and is duly qualified as a foreign corporation or partnership 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 to qualify or to be in good standing would or have such power or authority could not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus Registration Statement and the Prospectus, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights of any securityholder of such Subsidiary arising by operation of law, or under the charterarticles of incorporation, by-laws bylaws or other charter organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the The only Subsidiaries of the Company are listed set forth on Schedule D attached heretoExhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (each as defined in Rule 1-02 of Regulation S-X of the 1933 Act Regulations) (each, a “Subsidiary” and collectively collectively, the “Subsidiaries”) has been duly organized incorporated and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 and be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the ProspectusProspectus or as would not reasonably be expected to result in a Material Adverse Effect, all of the issued and outstanding capital stock or partnership interests ownership interests, as applicable, of each Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable non‑assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the The Subsidiaries of the Company are listed on as set forth in Schedule D attached C hereto.

Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, other entity in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power and authority (corporate or otherwise) to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus (except where the absence of such power or authority would not result in a Material Adverse Effect or have a material adverse effect on the ability of the Company to perform its obligations under the Agreement, the Indenture or the Securities or consummate the transactions contemplated hereby and thereby) and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership equity interests of each such Subsidiary have been duly authorized and validly issued or createdissued, are is (in the case of a Subsidiary that is a corporation) fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the The only Subsidiaries of the Company are those listed on Schedule D attached hereto.

Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as such term in defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and and, collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership similar power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership other ownership interests of each Subsidiary have has been duly authorized and validly issued or createdissued, are is (as applicable) fully paid and non-assessable and except as described in Schedule D are is, or upon consummation of the Formation Transactions will be, owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or partnership other ownership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of lawany securityholder of such Subsidiary. The Company does not, and will not upon consummation of the Formation Transactions, own or under the chartercontrol, by-laws directly or indirectly, any corporation, association or other charter documents of any entity that is or will be a Subsidiary or under any agreement to which other than the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are entities listed on Schedule D attached heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existence, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all of the outstanding capital stock or partnership interests of each Subsidiary have been duly authorized and validly issued or created, are fully paid and non-assessable and except as described in Schedule D E are owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for pledges of such capital stock and partnership interests that were granted under the Credit Agreement, dated May 31, 2007, among the Company, certain of the Subsidiaries of the Company, the lenders party thereto, and Bank of America N.A., as administrative agent (the “Credit Agreement”); none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D E attached hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company that is material to the business, financial condition or results of operations of the Company, taken as a whole, (A) is set forth on Schedule C hereto, (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”"), (B) has been duly organized and is validly existing as a corporationand, partnership or limited liability companywhere applicable, as the case may be, is in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or existenceorganization, as applicable, and has the requisite corporate or partnership power similar power, as the case may be, and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted and as described in the Time of Sale Prospectus Prospectus; and the Prospectus and (C) is duly qualified as a foreign corporation or partnership licensed to transact business and is is, where applicable, in good standing in each other jurisdiction in which such qualification or license 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are (a) the Subsidiaries listed on Schedule D attached heretoC hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, are not material to the business, financial condition or results of operations of the Company, taken as a whole.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or partnership 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 in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, membership interests or partnership other similar interests of each Subsidiary such subsidiary that is a limited liability company have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation and none of the issued and outstanding limited liability company interests, membership interests or partnership other similar interests of the Subsidiaries any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company securityholder of such subsidiary or any Subsidiary is a partyother person. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached Exhibit B hereto, which accurately sets forth whether each such subsidiary is a corporation or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a limited liability company, its managing members.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been Subsidiary is duly incorporated or organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or partnership trust 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement and the Prospectus, all of the issued and outstanding capital stock or partnership equity interests of in each Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-non- assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equityequitable interests; none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries in any Subsidiary was issued in violation of of, or subject to, any preemptive right, co-sale right, registration right, right of first refusal or other similar rights of equity holders or any other person arising by operation of law, or under the charter, by-laws or other charter organizational documents of any Subsidiary or each Subsidiary, under any agreement to which the Company or any Subsidiary is a partyparty or otherwise. All The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of the Subsidiaries August 2, 2017, have any “significant subsidiaries” (as defined in Rule 1-02(w) of the Company are listed on Schedule D attached heretoRegulation S-X).

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) Subsidiary has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization (or such equivalent concept, as applicable under the laws of such jurisdiction), has corporate or partnership similar power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus Disclosure Materials and is duly qualified as a foreign corporation or partnership to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (or such equivalent concept, as applicable under the laws of such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing (or such equivalent concept) would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusDisclosure Materials, all of the issued and outstanding share capital stock or partnership interests capital stock, as the case may be, of each Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and are not subject to calls for any additional payments (non-assessable assessable) and except as described in Schedule D are is owned by the Company, directly or through the its Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares share capital or capital stock, as the case may be, of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the The only Subsidiaries of the Company are the Subsidiaries listed on Schedule D attached hereto3.1(a) of the Disclosure Schedules.

Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus Prospectuses and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except for RPS Industries Company Limited of which the Company owns 67% of the issued and outstanding equity securities and which is not a "significant subsidiary" as defined above or except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurity holder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached heretoExhibit 21 to the Registration Statement. Except for Wireless L.L.C. of which the Company owns 33% of the issued and outstanding membership interests or except as described in the Registration Statement, the Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other entity.

Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, company in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, as the case may be, has corporate or partnership other power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have been duly authorized and validly issued or created, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariessubsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary securityholder or under any agreement to which the Company or any Subsidiary is a partysuch Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D attached hereto.C hereto 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 subsidiary of the subsidiaries of the Company listed on Schedule IV hereto (each each, a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership similar power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock (or partnership interests other ownership interests) of each Subsidiary have has been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock (or partnership interests other ownership interests) of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurity holder of such Subsidiary. All of the The only Subsidiaries of the Company are the subsidiaries listed on Schedule D attached IV hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company Company’s Subsidiaries (each a “Subsidiary” and collectively the “Subsidiaries”as defined below) has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, other entity in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate power or partnership other power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or partnership other 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 so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. The activities of the Company’s subsidiaries in all material respects are permitted of subsidiaries of a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock in or partnership interests of interest in each Subsidiary have such subsidiary has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (other than its negative pledge of subsidiary stock under its loan agreement with US Bank); none of the outstanding shares of capital stock of or partnership interests of the Subsidiaries interest in any subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such subsidiary. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached heretoG hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”).

Good Standing of Subsidiaries. Each direct or indirect subsidiary of the Company (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceformation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, ; all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or created, are and is fully paid and non-non assessable and except as described in Schedule D are is owned by the Company, directly or through the wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity except for those arising under any credit facility or loan agreement ("Credit Facilities") to which the Company or any of its Subsidiaries is a party as disclosed in the Registration Statement, General Disclosure Package and the Prospectus; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All security holder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and Registration Statement, the General Disclosure Package or the Prospectus and is duly qualified as a foreign corporation or partnership 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 to so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, membership interests or partnership other similar interests of each Subsidiary such subsidiary that is a limited liability company have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partyLien. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule Exhibit D attached heretohereto and Exhibit D hereto accurately sets forth whether each such subsidiary is a corporation or limited liability company and the jurisdiction of organization of each such subsidiary.

Good Standing of Subsidiaries. Each subsidiary of the The Company currently has 10 direct and indirect subsidiaries. They are listed on Schedule D attached hereto, which is incorporated herein (each a “Subsidiary” and collectively the “Subsidiaries”) has been ). Other than the Subsidiaries, the Company 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 a corporation or banking corporation duly organized and is organized, validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, as the case may be, has the requisite power, corporate or partnership power otherwise, and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; Xxxx Xxxxxx Bank is duly licensed in the State of Illinois by the Illinois Department of Financial and Professional Regulation (the “IDFPR”); except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariesa Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All securityholder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (each as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 0000 Xxx) (each, a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) ), if any, has been duly organized and is validly existing as a corporation, partnership or limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceformation, as the case may be, has corporate corporate, limited liability company, partnership or partnership trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company, partnership or partnership real estate investment trust, 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 to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed stated in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership interests shares of each Subsidiary have been duly authorized and are validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are or will be owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding capital shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any preemptive or other similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All securityholder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary Dura Delivery Systems, Inc., a Delaware corporation ("DDSI"), Health Script Pharmacy Services, Inc., a Colorado corporation ("Health Script"), Healthco Solutions, Inc., a Colorado corporation ("Healthco"), HS Wholesaler, Inc., a Colorado corporation ("HS Wholesaler") and DCI, Ltd., a corporation organized under the laws of the Cayman Islands ("DCI") (DDSI, Health Script, Healthco, HS Wholesaler and DCI are hereinafter referred to as the "Subsidiaries") are the only subsidiaries of the Company. Except for the Subsidiaries, neither the Company (each a “Subsidiary” and collectively the “Subsidiaries”) nor any Subsidiary owns any shares of stock or any other equity securities of any corporation or has any equity interests in any firm, partnership, association or other entity. Each Subsidiary has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, ; all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned solely by the Company, directly or through the Subsidiaries, Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights of any securityholder of such Subsidiary arising by operation of law, or under the charter, charter or by-laws or other charter documents of any such Subsidiary or under any agreement to which the Company or any such Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D attached hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company shall be considered such only from and after the date of its acquisition by the Company unless otherwise indicated or 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 and is validly existing as a corporation, partnership limited liability company or limited liability company, as the case may be, partnership in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate the corporate, limited liability company or limited partnership power power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock stock, limited liability company interests or limited partnership interests interests, as the case may be, of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock stock, limited liability company interests or limited partnership interests interests, as the case may be, of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary securityholder, member or under any agreement to which partner, as the Company or any Subsidiary is a party. All case may be, of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Significant Subsidiary” and collectively " and, collectively, the “"Significant Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or partnership 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Significant Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for the security interests in such capital stock granted to certain lenders, noteholders and guarantors as described in the Prospectus; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Significant Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Significant Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached hereto4 hereto (each a "Subsidiary" and, collectively, the "Subsidiaries").

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) Subsidiaries is identified in Schedule C to this Agreement. Each Subsidiary has been duly organized and is validly existing as a corporation, partnership business entity (corporate or limited liability company, as the case may be, otherwise) in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Preliminary Prospectus, Prospectus or Time of Sale Prospectus and the Prospectus Prospectus, and is duly qualified as a foreign corporation business entity (corporate or partnership otherwise) 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 to qualify or to be in good standing would not result in a Material Adverse EffectChange. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all All of the issued and outstanding capital stock or partnership equity interests of each Subsidiary have has been duly authorized and validly issued or createdissued, and are fully paid and non-assessable and assessable; except as described otherwise disclosed in Schedule D the Registration Statement, Preliminary Prospectus, Prospectus or Time of Sale Prospectus, all such equity interests are wholly owned by the Company, directly or through the its Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All security holder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been Subsidiary is duly incorporated or organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or partnership trust 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership equity interests of in each Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equityequitable interests; none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries in any Subsidiary was issued in violation of of, or subject to, any preemptive right, co-sale right, registration right, right of first refusal or other similar rights of equity holders or any other person arising by operation of law, or under the charter, by-laws or other charter organizational documents of any Subsidiary or each Subsidiary, under any agreement to which the Company or any Subsidiary is a partyparty or otherwise. All The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of the Subsidiaries December 31, 2008, have any “significant subsidiaries” (as defined in Rule 1-02(w) of the Company are listed on Schedule D attached heretoRegulation S-X).

Good Standing of Subsidiaries. Each subsidiary of the Company entities listed on Schedule D hereto (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus Prospectuses and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company that constitute "significant subsidiaries" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) are the subsidiaries listed on Schedule D attached hereto.

Good Standing of Subsidiaries. Each subsidiary of the subsidiaries of the Company listed on Schedule V hereto (each each, a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership similar power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock (or partnership interests other ownership interests) of each Subsidiary have has been duly authorized and validly issued or createdissued, are fully paid and non-assessable (except in the case of any foreign subsidiary or for directors’ qualifying shares) and except as described in Schedule D are owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock (or partnership interests other ownership interests) of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the The only Subsidiaries of the Company are the subsidiaries listed on Schedule D attached heretoExhibit 21.1 to the Company’s Form 10-K for the fiscal year ended December 31, 2012.

Good Standing of Subsidiaries. Each subsidiary of the Company The entities listed on Schedule C hereto (each each, a “Subsidiary” and collectively collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Final Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-–assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock or partnership interests of the Subsidiaries Subsidiary was issued in violation of the preemptive rights of any preemptive or similar rights arising by operation securityholder of law, or under the charter, by-laws or other Subsidiary pursuant to the Subsidiary’s charter documents of any Subsidiary or under applicable law or any agreement or instrument to which the Company or any Subsidiary is a party. All of party or by which the Subsidiaries of the Company are listed on Schedule D attached heretoSubsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. Each subsidiary The following is a list of the Company’s wholly-owned or majority-owned subsidiaries which constitute a “significant subsidiary” of the Company (as such term is defined under Rule 1-02 of Regulation S-X under the 1934 Act): the Agrium Partnership (as defined in the Preliminary Prospectuses and the Final Prospectuses) (the “Partnership”) and Crop Production Services, Inc. (each a “Subsidiary” and collectively the “Subsidiaries”) ). None of the other wholly-owned or majority-owned subsidiaries of the Company, considered individually, constitute a “significant subsidiary” (as such term is defined under Rule 1-02 of Regulation S-X under the 1934 Act). Each Subsidiary has been duly organized and is validly existing as a corporation, corporation or partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceformation, has the corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus Final Prospectuses and is duly qualified as a an extra-provincial or foreign corporation or 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 businessbusiness or otherwise, except where the failure so to qualify qualify, register or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, ; all of the issued and outstanding share capital stock or partnership interests of each Subsidiary have such Subsidiary, as applicable, has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are all of the issued and outstanding share capital or partnership interests of each such Subsidiary is owned by the Company, Company directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of share capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All securityholder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company (each a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has the corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in each of the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding shares of capital stock or partnership interests of each such Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are (a) the Subsidiaries listed on Schedule D attached heretoC hereto and (b) other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X).

Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and collectively "SUBSIDIARY" and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus Prospectuses and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement (including with respect to the credit agreement referred to in Exhibit 10.2 to the Registration Statement and the Prospectus, amendments thereto (the "CREDIT AGREEMENT")) all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries of the Company are listed on Schedule D attached heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary of the Company Subsidiaries (each a “Subsidiary” and collectively the “Subsidiaries”as defined below) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing standing, or the equivalent thereof, under the laws of the jurisdiction of its incorporation or existenceincorporation, has all necessary corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or partnership to transact business and is in good standing standing, or the equivalent thereof, 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 in good standing standing, or the equivalent thereof, would not not, individually or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in each Registration Statement, the Time of Sale Prospectus and General Disclosure Package or the Prospectus, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partyshareholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached heretohereto (each a “Subsidiary” and, collectively, the “Subsidiaries”).

Good Standing of Subsidiaries. Each subsidiary The Subsidiaries are the only subsidiaries which are currently material to the business and operations of the Company (Company, and each a “Subsidiary” and collectively the “Subsidiaries”) such Subsidiary has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceformation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 to so to qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all All of the issued and outstanding capital stock or partnership interests of each Subsidiary have has been duly authorized and validly issued or created, are and is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the one or more wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility or equityloan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, General Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All security holder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and collectively "SUBSIDIARY" and, collectively, the “Subsidiaries”"SUBSIDIARIES") has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus Prospectuses and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, (including with respect to the credit agreement referred to in Exhibit 10.2 to the Registration Statement and the Prospectusamendments thereto (the "CREDIT AGREEMENT")), all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries of the Company are listed on Schedule D attached heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity except for any such security interest, mortgage, pledge, lien, encumbrance, claim or equity that would not reasonably be expected to have a Material Adverse Effect; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary “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 or partnership, limited liability company, as the case may be, company or similar entity in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing so qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests equity securities of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable non‑assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equity; none 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 or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partystockholder of such Subsidiary. All of the Subsidiaries 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 Schedule D attached heretoExhibit 21 to the Registration Statement or such post-effective amendment to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership other power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Final Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have been duly authorized and validly issued or created, are fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary securityholder or under any agreement to which the Company or any Subsidiary is a partysuch Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D attached hereto.III hereto 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 subsidiary of the Company (each each, a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has corporate or partnership similar power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or partnership 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 to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all All of the issued and outstanding capital stock or partnership interests of each Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable (or such equivalent concept to the extent it exists under the laws of such jurisdiction) and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none , except to the extent any such security interests, mortgage, pledge, encumbrance or claim would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the outstanding shares of capital stock or partnership interests of the Subsidiaries was any Subsidiary were issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are listed on Schedule D attached hereto.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 subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) Subsidiary has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or existenceorganization, has the requisite corporate or partnership organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement and the Prospectus and is duly qualified as a foreign corporation or partnership 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 to qualify or to be in good standing would or have such power or authority could not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus Registration Statement and the Prospectus, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights of any securityholder of such Subsidiary arising by operation of law, or under the charterarticles of incorporation, by-laws bylaws or other charter organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the The only Subsidiaries of the Company are listed set forth on Schedule D attached heretoExhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Good Standing of Subsidiaries. Each subsidiary “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 or partnership, limited liability company, as the case may be, company or similar entity in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing so qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests equity securities of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equity; none 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 or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partystockholder of such Subsidiary. All of the Subsidiaries 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 Schedule D attached heretoExhibit 21.1 to the Registration Statement or such post-effective amendment to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary of the Company entities listed on Schedule B hereto (each a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are the Subsidiaries listed on Schedule D attached B hereto.

Good Standing of Subsidiaries. Each subsidiary Atlantic Union Bank (the “Bank”) is a bank chartered under the laws of the Commonwealth of Virginia and the charter of the Bank is in full force and effect. The Bank is the only “significant subsidiary” of the Company (each as such term is defined in Rule 1-02 of Regulation S-X). Each other subsidiary (as defined in Rule 405 under the Securities Act) of the Company (each, a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or existenceorganization, has the requisite corporate or partnership organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or partnership 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 to qualify or to be in good standing would could not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights of any securityholder of such Subsidiary arising by operation of law, or under the charterarticles of incorporation, by-laws bylaws or other charter organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the The only Subsidiaries of the Company are those listed on Schedule D attached III hereto.

Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, company in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, as the case may be, has corporate or partnership other power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have been duly authorized and validly issued or created, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariessubsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary securityholder or under any agreement to which the Company or any Subsidiary is a partysuch Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D attached hereto.B hereto 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 subsidiary of the Company (other ----------------------------- than subsidiaries in which the Company has only a minority ownership interest) (each such subsidiary individually a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized incorporated and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporaton in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus Prospectuses and is duly qualified as a foreign corporation or 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 in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except for the pledge of the Subsidiaries stock pursuant to the Credit Facility (as such term is defined in the Registration Statement) or as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws subsidiary or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the The only Subsidiaries of the Company are the Subsidiaries listed on Schedule D attached heretoExhibit 21 to the Registration Statement. Except as described in the Prospectuses, or except as would not be required to be described, the Company has no agreements, commitments, or understandings with respect to acquiring the business, stock or material assets, except those assets acquired in the ordinary course of business, of any other person or entity.

Good Standing of Subsidiaries. Each subsidiary of the Company (each which is a “Subsidiary” and collectively significant subsidiary as defined in Rule 405 of Regulation C of the “Subsidiaries”) Securities Act has been duly organized and is validly existing as a corporation, partnership or limited liability companycompany or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power and authority as a corporation, limited liability company or partnership, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or partnership 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 to qualify or to and be in good standing would not result in have a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, ; all of the issued and outstanding capital stock or partnership interests of each Subsidiary have such corporate subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, except for directors’ qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction on voting or transfer or equity; and all of the issued and outstanding partnership or createdlimited liability company interests of each such subsidiary which is a partnership or limited liability company, as applicable, have been duly authorized (if applicable) and validly issued and are fully paid and non-assessable and (except as for other partnership or limited liability company interests described in Schedule D the General Disclosure Package and the Prospectus) are owned by the Company, directly or through the Subsidiariescorporate subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D attached hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability companycompany or partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate corporate, limited liability company or partnership partnership, as the case may be, power and authority to own, lease and operate its assets and properties and to conduct its business as described in the Time of Sale Prospectus Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or partnership 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership interests interests, as the case may be, of each Subsidiary have subsidiary has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests interests, as the case may be, of the Subsidiaries subsidiaries was issued in violation of any preemptive or similar rights arising by operation of lawany securityholder of such subsidiary. The Company does not own or control, directly or under the charterindirectly, by-laws any corporation, association or other charter documents of any Subsidiary or under any agreement entity other than the subsidiaries listed in Exhibit 21 to which the Company or any Subsidiary is a party. All of Company’s Annual Report on Form 10-K for the Subsidiaries of the Company are listed on Schedule D attached heretofiscal year ended December 31, 2010.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, ; all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or created, are and is fully paid and non-non assessable and except as described in Schedule D are is owned by the Company, directly or through the wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity except for those arising under Credit Facilities (as hereinafter defined) as disclosed in the Registration Statement, General Disclosure Package and the Prospectus; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurity holder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are the Subsidiaries listed on Schedule D attached heretoExhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, company in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or partnership 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 be so to qualify qualified or to be in good standing would not reasonably be expect to result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable (except for directors’ qualifying shares, where applicable) and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights of any securityholder of such Subsidiary arising by operation of law, or under the charter, by-laws or other charter organizational documents of any such Subsidiary or under any agreement to which the Company or any such Subsidiary is a partyparty or by which it is bound. All of the Subsidiaries The only subsidiaries of the Company are the Subsidiaries listed on Schedule Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 or on Exhibit D attached hereto.

Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, company in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, as the case may be, has corporate or partnership other power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have been duly authorized and validly issued or created, are fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariessubsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary securityholder or under any agreement to which the Company or any Subsidiary is a partysuch Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D attached hereto.C hereto 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 subsidiary "significant subsidiary" of the Company (each as such term is defined in Rule 1-02 of Regulation S-X) and Hardee's (a “"Subsidiary” and collectively the “Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All securityholder of such Subsidiary; all of the Subsidiaries issued and outstanding capital stock of Hardee's has been duly authorized and validly issued, is fully paid and non-assessable and, at the Closing Time will be owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (except for liens created by the New Credit Facility). The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D attached C hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company (each each, a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) ), which includes the Merger Sub, has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership similar power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all A list identifying each of the Subsidiaries and their respective jurisdiction of incorporation or organization is attached hereto as Schedule C. All of the issued and outstanding capital stock or partnership equity interests of each Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable assessable, and except as described in Schedule D are at the Closing Time will be wholly-owned by the CompanyGPSI, directly or through the wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none claim, except with respect to the Non-Converting Subsidiaries for which GPSI will own at least 70% of each of the Non-Converting Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, or claim. None of the outstanding shares of capital stock or partnership interests of the Subsidiaries was any Subsidiary were issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All securityholder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary of The Company does not own or control, directly or indirectly, any corporation, association or entity other than the Company Subsidiaries listed on Exhibit 21.1 to the Registration Statement (each a “Subsidiary” and collectively the “Subsidiaries”) ). Each of the Subsidiaries has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus ; and the Prospectus, all of the issued and outstanding share capital stock or partnership interests equity interest of each Subsidiary have has been duly authorized and validly issued or createdissued, are and is fully paid and non-assessable assessable. None of the outstanding share capital or equity interest of any of the Subsidiaries was issued in violation of the preemptive or similar rights of any security holder of such entity. The only subsidiaries of the Company are the Subsidiaries listed on Exhibit 21.1 to the Registration Statement. The issued and except as described in Schedule D are outstanding share capital or equity interest of each of the Subsidiaries owned by the Company, directly or through the Subsidiariessubsidiaries, is free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D attached hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company (each other than the Operating Company) which is a significant subsidiary (each, a “Significant Subsidiary” and collectively the “Subsidiaries”) as defined in Rule 405 of Regulation C of the 1933 Act Regulations has been duly organized and is validly existing as a corporation, partnership or limited liability companycompany or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power and authority as a corporation, limited liability company or partnership, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Information and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or partnership 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 to qualify or to and be in good standing would not result in have a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, ; all of the issued and outstanding capital stock or partnership interests of each Subsidiary have such corporate subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, except for directors’ qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction on voting or transfer or equity; and all of the issued and outstanding partnership or createdlimited liability company interests of each such subsidiary which is a partnership or limited liability company, as applicable, have been duly authorized (if applicable) and validly issued and are fully paid and non-assessable and (except as for other partnership or limited liability company interests described in Schedule D the Time of Sale Information and the Prospectus) are owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D attached hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company Subsidiaries (each a “Subsidiary” and collectively the “Subsidiaries”as defined below) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing standing, or the equivalent thereof, under the laws of the jurisdiction of its incorporation or existenceincorporation, has all necessary corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or partnership to transact business and is in good standing standing, or the equivalent thereof, 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 in good standing standing, or the equivalent thereof, would not not, individually or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus and Registration Statement, the General Disclosure Package or the Prospectus, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partyshareholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached heretohereto (each a “Subsidiary” and, collectively, the “Subsidiaries”).

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability companycompany or partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate corporate, limited liability company or partnership partnership, as the case may be, power and authority to own, lease and operate its assets and properties and to conduct its business as described in the Time of Sale Prospectus Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or partnership 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership interests interests, as the case may be, of each Subsidiary have subsidiary has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests interests, as the case may be, of the Subsidiaries subsidiaries was issued in violation of any preemptive or similar rights arising by operation of lawany securityholder of such subsidiary. The Company does not own or control, directly or under the charterindirectly, by-laws any corporation, association or other charter documents of any Subsidiary or under any agreement entity other than the subsidiaries listed in Exhibit 21 to which the Company or any Subsidiary is a party. All of Company’s Annual Report on Form 10-K for the Subsidiaries of the Company are listed on Schedule D attached heretofiscal year ended December 31, 2009.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability companycompany or partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate corporate, limited liability company or partnership partnership, as the case may be, power and authority to own, lease and operate its assets and properties and to conduct its business as described in the Time of Sale Prospectus Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or partnership 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership interests interests, as the case may be, of each Subsidiary have subsidiary has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests interests, as the case may be, of the Subsidiaries subsidiaries was issued in violation of any preemptive or similar rights arising by operation of lawany securityholder of such subsidiary. The Company does not own a majority equity interest in or control, directly or under the charterindirectly, by-laws any corporation, association or other charter documents entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, changes to the list of any Subsidiary or under any agreement to which subsidiaries since the Company or any Subsidiary is a party. All of the Subsidiaries of the Company filed its Annual Report on Form 10-K on February 16, 2021 are listed on in Schedule D attached hereto.B.

Good Standing of Subsidiaries. Each subsidiary of the Company or of Finance Corp. (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, as the case may be, company in good standing under the laws of the jurisdiction of its incorporation or existence, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus Offering Memorandum and is duly qualified as a foreign corporation or partnership 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusOffering Memorandum, all of the issued and outstanding capital stock or partnership membership interests (or other equity interests) of each Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is -6- 13 owned by the CompanyCompany or Finance Corp., directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership membership interests (or other equity interests) of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which any of the Company Issuers or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D B attached hereto.

Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (each as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act) (each, a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) ), if any, has been duly organized and is validly existing as a corporation, partnership or limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceformation, as the case may be, has corporate corporate, limited liability company, partnership or partnership trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company, partnership or partnership real estate investment trust, 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 to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed stated in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership interests shares of each Subsidiary have been duly authorized and are validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are or will be owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding capital shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any preemptive or other similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All securityholder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) The Guarantor has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement, the Indenture and the Securities, and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each Subsidiary have the Guarantor has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries Guarantor was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All securityholder of the Subsidiaries Guarantor. As of the date of this Agreement, the only subsidiaries of the Company are listed on Schedule D attached hereto.the Guarantor, Xxxxxxx Programs, Inc., Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Shaw Resources Limited, LLC. The subsidiaries of the Company, other than the Guarantor, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each subsidiary of the Company Company’s Subsidiaries (each a “Subsidiary” and collectively the “Subsidiaries”as defined below) has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, other entity in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate power or partnership other power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or partnership other 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 so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. The activities of the Company’s subsidiaries in all material respects are permitted of subsidiaries of a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock in or partnership interests of interest in each Subsidiary have such subsidiary (a) has been duly authorized and authorized, validly issued or created, are and fully paid and is non-assessable and except as described in Schedule D are (b) is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (other than its negative pledge of subsidiary stock under its loan agreement with US Bank); none of the outstanding shares of capital stock of or partnership interests of the Subsidiaries interest in any subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such subsidiary. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached heretoE hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”).

Good Standing of Subsidiaries. Each subsidiary of the Company which is a significant subsidiary (each each, a “"Significant Subsidiary” and collectively ") as defined in Rule 405 of Regulation C of the “Subsidiaries”) 1933 Act Regulations has been duly organized and is validly existing as a corporation, partnership corporation or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership power and authority as a corporation or partnership, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or partnership 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 to qualify or to be in good standing would not result in have a Material Adverse Effect. Except material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, one enterprise; all of the issued and outstanding capital stock or partnership interests of each Subsidiary have such corporate subsidiary has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and and, except as described in Schedule D are for directors' qualifying shares, is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none and all of the issued and outstanding shares of capital stock or partnership interests of each such subsidiary which is a partnership have been duly authorized (if applicable) and validly issued and are fully paid and non-assessable and (except for other partnership interests described in the Subsidiaries was issued in violation Prospectus) are owned by the Company, directly or through corporate subsidiaries, free and clear of any preemptive security interest, mortgage, pledge, lien, encumbrance, claim or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D attached heretoequity.

Good Standing of Subsidiaries. Each subsidiary of the Company that is a corporation (a "Corporate Subsidiary") has been duly incorporated and each subsidiary of the Company that is a “partnership (a "Partnership Subsidiary” and collectively the “Subsidiaries”") has been duly organized and and, in each case, is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, as applicable, has corporate or partnership power and authority authority, as applicable, to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and Prospectus. Each Corporate Subsidiary is duly qualified as a foreign corporation or and each Partnership Subsidiary that is a limited partnership is duly registered, in each case, 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 to qualify or to be in good standing would could not result reasonably be expected, individually, or in the aggregate, to have a Material Adverse Effect. Except All of the issued and outstanding capital stock of each of the Corporate Subsidiaries has been duly authorized and is validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof and, except as otherwise disclosed stated in the Time of Sale Prospectus Registration Statements and the Prospectus, all of the outstanding capital such stock or partnership interests other equity interests, as the case may be, of each Subsidiary have been duly authorized and validly issued or created, are fully paid and non-assessable and except as described in Schedule D subsidiary of the Company are owned by the Company, directly or through the Subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D attached hereto.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 1 are the only subsidiaries of the Company within the meaning of Rule 405 under the 1933 Act, and except for the subsidiaries, the Company owns no ownership or other beneficial interest, directly or indirectly, in any corporation, partnership, limited liability company, joint venture or other business entity. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) listed on Schedule 1 has been duly organized and is validly existing as a corporation, partnership or limited partnership, limited liability companycompany or other legal entity, as the case may be, in good standing under the laws of the state of its jurisdiction of its incorporation or existenceorganization, has corporate or partnership as the case may be, with the requisite power and authority to own, lease and operate its properties properties, and to conduct its the business in which it is engaged or proposes to engage as described in the Time of Sale Prospectus and the Prospectus and Prospectus. Each such entity is duly qualified or registered as a foreign corporation corporation, limited partnership or partnership limited liability company or other entity, as the case may be, to transact business and is in good standing in each 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 so to qualify or to be in good standing register would not result in have a Material Adverse Effect. Except as otherwise disclosed stated in the Time of Sale Prospectus Registration Statement and the Prospectus, all of the issued and outstanding capital stock or partnership other equity interests of each Subsidiary such entity have been duly authorized and validly issued or created, and are fully paid and non-assessable assessable, or with respect to partnership entities, to the extent due and except as described in Schedule D payable, have been fully paid, and are owned directly or indirectly by the Company, directly or through the Subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding . No shares of capital stock or partnership other equity interests of the Subsidiaries was issued in violation such entities are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock or other equity interests of any such entities and no outstanding options, rights (preemptive or similar rights arising by operation otherwise) or warrants to purchase or to subscribed for shares of law, or under the charter, by-laws such capital stock or other charter documents of any Subsidiary or under any agreement to which the Company equity interests or any Subsidiary is a party. All other securities of such entities, except as disclosed in the Subsidiaries of the Company are listed on Schedule D attached heretoProspectus.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been Subsidiary is duly incorporated or organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or partnership trust 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership equity interests of in each Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-assessable non‑assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equityequitable interests; none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries in any Subsidiary was issued in violation of of, or subject to, any preemptive right, co‑sale right, registration right, right of first refusal or other similar rights of equity holders or any other person arising by operation of law, or under the charter, by-laws or other charter organizational documents of any Subsidiary or each Subsidiary, under any agreement to which the Company or any Subsidiary is a partyparty or otherwise. All The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not have any “significant subsidiaries” (as defined in Rule 1-02(w) of the Subsidiaries of the Company are listed on Schedule D attached heretoRegulation S-X).

Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and all entities in which the Company has a direct or indirect majority equity interest or voting power (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized (to the extent applicable) and is validly existing as a corporation, partnership or general partnership, limited partnership, limited liability company, as the case may beclosed joint stock company, or similar entity in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus Offering Memorandum and is duly qualified as a foreign corporation or 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 in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusOffering Memorandum, all of the issued and outstanding capital stock or partnership other ownership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable (to the extent applicable) and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except that the Company's capital stock in Commstock International B.V. and in GTS Hungary has been pledged to Ericsson Finans A.B. and Creditanstalt Bank as collateral for certain borrowings; none of the outstanding shares of capital stock or partnership other ownership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All securityholder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary of the Keyport Life Insurance Company, The Colonial Group, Inc., Stein Roe & Farnharm Incorporated, Newport Pacific Management, Inc. xxx Xxxxxty Asset Management Company (each each, a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”) "), has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement and the Prospectus, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and is validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D attached hereto.hereto 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. (A) Each subsidiary Subsidiary of the Company set forth on Schedule C hereto (which lists all subsidiaries of the Company) (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and and, except as described otherwise disclosed in Schedule D are the Registration Statement, is owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of lawany securityholder of such Subsidiary. (B) Except as disclosed in the Prospectus, there are no encumbrances or under restrictions on the charter, by-laws or other charter documents ability of any Subsidiary (i) to pay any dividends or under make any agreement distributions on such Subsidiary's capital stock, (ii) to which make any loans or advances to, or investments in the Company or any Subsidiary is a party. All other Subsidiary, or (iii) to transfer any of the Subsidiaries of its property or assets to the Company are listed on Schedule D attached heretoor any other Subsidiary.

Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as that term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership limited liability company or limited liability companypartnership, as the case may beapplicable, in good standing under the laws of the jurisdiction of its incorporation or existenceformation, has corporate corporate, limited liability company or partnership limited partnership, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or partnership limited partnership, 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 owning or leasing of property or the conduct of conducting business, ; except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Registration Statement or Prospectus and the Prospectusas supplemented or amended, all of the issued and outstanding capital stock or membership or partnership interests interests, as applicable, of each Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or membership or partnership interests units, as applicable, of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary stockholder, member or under any agreement to which the Company or any Subsidiary is a partypartner, as applicable, of such Subsidiary. All of the The only Subsidiaries of the Company are the Subsidiaries listed on Schedule D attached heretoExhibit 21 to the Registration Statement as it may be amended from time to time.

Good Standing of Subsidiaries. The Company’s only subsidiaries are listed in the table below, which table is true, complete and accurate in all respects. Nouveau Monde District Inc. is a valid and subsisting corporation duly incorporated and existing under the Canada Business Corporations Act and Nouveau Monde Europe Limited is a valid and subsisting company duly incorporated under the Companies Axx 0000 (England and Wales). Each subsidiary of the Company is (each a “Subsidiary” i) current and collectively the “Subsidiaries”) has been duly organized up-to-date with all material corporate filings and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the its jurisdiction of its incorporation or existenceincorporation, (ii) has all requisite corporate or partnership power and authority capacity to carry on its business as now conducted or proposed to be conducted and to own, lease and operate its properties and to conduct its business assets as described in the Time of Sale Prospectus and the Prospectus Prospectuses and (iii) is duly qualified as a foreign corporation or 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 to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed All of the issued and outstanding shares in the Time of Sale Prospectus and the Prospectus, all capital of the outstanding capital stock or partnership interests of each Subsidiary subsidiaries held by the Company have been duly authorized and validly issued or createdissued, are fully paid and non-assessable and except as described in Schedule D are directly or indirectly beneficially owned by the Company, directly or through the Subsidiariesand, except for Debt Instruments, is free and clear of any security interestLiens, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock or partnership interests securities of the Subsidiaries was subsidiaries were issued in violation of any preemptive the pre-emptive or similar rights arising by operation of lawany person. There exist no options, warrants, purchase rights, or under other contracts or commitments that could require the charterCompany to sell, by-laws transfer or other charter documents otherwise dispose of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All securities of the Subsidiaries of subsidiaries or require the Company are listed on Schedule D attached heretosubsidiaries to issue any securities to any person other than the Company.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or 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 in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each Subsidiary have such subsidiary (other than up to 10,789.98 preferred shares that may be issued by Alternative Re Holdings Limited in the ordinary course of business by Alternative Re Holdings Limited, Alternative Insurance Company Limited and Alternative Re, Ltd. in connection with their “rent-a-captive” business) has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which securityholder of such subsidiary. The term subsidiary includes the Company or any Subsidiary is a partysubsidiaries listed on Schedule C hereto. All of the Subsidiaries There are no material subsidiaries of the Company that are not listed on Schedule D attached C hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been Subsidiary is duly incorporated or organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or partnership trust 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership equity interests of in each Subsidiary have been duly authorized and validly issued or createdissued, are fully paid and non-assessable non‑assessable and except as described in Schedule D are owned by the Company, directly or through the Subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equityequitable interests; none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries in any Subsidiary was issued in violation of of, or subject to, any preemptive right, co‑sale right, registration right, right of first refusal or other similar rights of equity holders or any other person arising by operation of law, or under the charter, by-laws or other charter organizational documents of any Subsidiary or each Subsidiary, under any agreement to which the Company or any Subsidiary is a partyparty or otherwise. All The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of the Subsidiaries December 31, 2010, have any “significant subsidiaries” (as defined in Rule 1‑02(w) of the Company are listed on Schedule D attached heretoRegulation S‑X).

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized incorporated and is validly existing as a corporation, partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and each Significant Subsidiary (as defined herein) is duly qualified as a foreign corporation or 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 to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests of each Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and assessable, and, except as described in set forth on Schedule D are C attached hereto, is directly or through Subsidiaries wholly owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary security holder of such Subsidiary. Attached hereto as Schedule C is a party. All true and complete list of the Subsidiaries of the Company. As used herein, "Significant Subsidiary" means any subsidiary designated by the Company are listed on as a Significant Subsidiary in Schedule D C attached hereto. The 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 operating income of the Company and its Subsidiaries considered as one enterprise in each of the last three fiscal years, in each case determined in accordance with generally accepted accounting principles.

Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and collectively and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, as the case may be, other entity in good standing under the laws of the jurisdiction of its incorporation or existenceformation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business business, in all material respects, as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or partnership 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership interests other equity interest of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a partysecurityholder of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are (a) the Subsidiaries, which are listed on Schedule D attached hereto.C hereto 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 subsidiary "significant subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X) of the Company and each subsidiary listed on Schedule C hereto (each a “"Subsidiary” " and collectively collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership or partnership, limited partnership, limited liability company, as the case may becompany or other entity, in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or existenceformation, has corporate corporate, partnership, limited partnership, limited liability company, or partnership other entity, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation corporation, partnership, limited partnership, limited liability company or partnership other 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in (or incorporated by reference in) the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership other equity interests of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and (except as described otherwise disclosed in Schedule D are C hereto) is owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership other equity interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D attached hereto.similar

Good Standing of Subsidiaries. Each subsidiary of the subsidiaries of the Company (each a “"Subsidiary” and collectively the “Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership limited liability company or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceincorporation, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or partnership limited 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock stock, membership interests or partnership interests interests, as the case may be, of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; except as described in the Prospectus, none of the outstanding shares of capital stock stock, membership interests or partnership interests interests, as the case may be, of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any securityholder of such Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) Subsidiaries is identified in Schedule C to this Agreement. Each Subsidiary has been duly organized and is validly existing as a corporation, partnership business entity (corporate or limited liability company, as the case may be, otherwise) in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus Qualification Statement, Preliminary Offering Circular, and the Prospectus Offering Circular, and is duly qualified as a foreign corporation business entity (corporate or partnership otherwise) 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 to qualify or to be in good standing would not result in a Material Adverse EffectChange. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all All of the issued and outstanding capital stock or partnership equity interests of each Subsidiary have has been duly authorized and validly issued or createdissued, and are fully paid and non-assessable and assessable; except as described otherwise disclosed in Schedule D the Qualification Statement, Preliminary Offering Circular, and Offering Circular, all such equity interests are or will be immediately after the time of the First Closing Date wholly owned by the Company, directly or through the its Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , except for the mortgage on its building in Winter Park, and none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All security holder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) Subsidiaries is identified in Schedule D to this Agreement. Each Subsidiary has been duly organized and is validly existing as a corporation, partnership business entity (corporate or limited liability company, as the case may be, otherwise) in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Preliminary Prospectus, Prospectus or Time of Sale Prospectus and the Prospectus Prospectus, and is duly qualified as a foreign corporation business entity (corporate or partnership otherwise) 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 to qualify or to be in good standing would not result in a Material Adverse EffectChange. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all All of the issued and outstanding capital stock or partnership equity interests of each Subsidiary have has been duly authorized and validly issued or createdissued, and are fully paid and non-assessable and assessable; except as described otherwise disclosed in Schedule D the Registration Statement, Preliminary Prospectus, Prospectus or Time of Sale Prospectus, all such equity interests are wholly owned by the Company, directly or through the its Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock or partnership equity interests of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All security holder of the Subsidiaries of the Company are listed on Schedule D attached heretosuch Subsidiary.

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized or formed, as the case may be, and is validly existing as a corporation, partnership limited liability company or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or existenceformation, has corporate or partnership all requisite organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus Prospectuses and is duly qualified as a foreign corporation corporation, limited liability company or partnership limited 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 to be so to qualify qualified or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise disclosed in Exhibit 21 to the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock stock, membership interests or partnership interests interests, as the case may be, of each such Subsidiary have has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity other than the pledge of the shares of the Subsidiaries in connection with the Company's existing credit facility as disclosed in the Prospectuses; none of the outstanding shares of capital stock stock, membership interests or limited partnership interests of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D attached hereto.interests

Good Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability companycompany or partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate corporate, limited liability company or partnership partnership, as the case may be, power and authority to own, lease and operate its assets and properties and to conduct its business as described in the Time of Sale Prospectus Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or partnership 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or partnership interests interests, as the case may be, of each Subsidiary have subsidiary has been duly authorized and validly issued or createdissued, are is fully paid and non-assessable and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests interests, as the case may be, of the Subsidiaries subsidiaries was issued in violation of any preemptive or similar rights arising by operation of lawany securityholder of such subsidiary. The Company does not own a majority equity interest in or control, directly or under the charterindirectly, by-laws any corporation, association or other charter documents of any Subsidiary or under any agreement entity other than the subsidiaries listed in Exhibit 21.1 to which the Company or any Subsidiary is a party. All of Company’s Annual Report on Form 10-K for the Subsidiaries of the Company are listed on Schedule D attached heretofiscal year ended December 31, 2021.

Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and collectively " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership corporation or limited liability company, company (as the case may be, applicable) in good standing under the laws of the jurisdiction of its incorporation or existenceorganization, has corporate or partnership limited liability company (as applicable) power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or partnership 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 in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Time of Sale Prospectus and the ProspectusRegistration Statement, all of the issued and outstanding capital stock or partnership members' interests (as applicable) of each such Subsidiary have has been duly authorized and validly issued or createdissued, and, in the case of Subsidiaries that are corporations, is fully paid and non-assessable assessable, and except as described in Schedule D are is owned by the Company, directly or through the Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (except for any pledge thereof securing the Revolving Credit Agreement (as defined in the Registration Statement)); none of the outstanding shares of capital stock or partnership members' interests (as applicable) of the Subsidiaries any Subsidiary was issued in violation of any the preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary securityholder or under any agreement to which the Company or any Subsidiary is a partymember (as applicable) of such Subsidiary. All of the Subsidiaries The only subsidiaries of the Company are the subsidiaries listed on Schedule D attached heretoto this Agreement.