Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized or formed and is validly existing as a corporation, limited or general partnership or partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, under the laws of its jurisdiction of organization and is in good standing under the laws of the its jurisdiction of its organization; (ii) , has power (corporate or otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority so qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that of the Company which is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and are fully paid and (except in non-assessable, and to the case of general partnership interests) nonassessable and are extent owned by the Company, Company or any of its subsidiaries (except for directors’ qualifying shares and as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or through subsidiariesindirectly by the Company, free and clear of all liens, encumbrances, equities or claims, in each case with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect. The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company or Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, of such subsidiary, and to the extent owned by the Company or any Lienof its subsidiaries (except as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except, in the case of each subsidiary of the Company, for liens, encumbrances, equities or claims which individually or in the aggregate would not be material to the Company’s ownership of such subsidiary or to the Company’s exercise of its rights with respect to such subsidiary; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests shares of beneficial interests, as the case may be, of any such subsidiary that is a limited liability company of the Company was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelysubsidiary.

Good Standing of Subsidiaries. Each The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X promulgated by are the Commission) (i) Subsidiaries listed on Exhibit 21 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited or partnership, general partnership or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its organization; (ii) in which it is chartered or organized and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; , and (iii) is duly qualified or registered as a foreign corporation, limited or partnership, general partnership or limited liability company, as the case may beapplicable, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority so qualify or to be so qualified or register would not result in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, and, except as otherwise disclosed set forth in each of the 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 corporationstock, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding interests, limited liability company interests, membership interests or other similar interests equivalent equity interest of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable and Subsidiaries are owned by the CompanyCompany or the Operating Partnership, as applicable, either directly or through subsidiaries, wholly-owned Subsidiaries free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary perfected security interest or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporationsecurity interests, limited claims, liens or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyencumbrances.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) Carvana Parties has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the CompanyCompany or Carvana Group, LLC, as applicable, directly or through subsidiaries, free and clear of any Lienall Liens, except for such Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson that have not been waived in writing. The only “significant subsidiaries” subsidiaries of the Company and Carvana Group, LLC are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company and Carvana Group, LLC which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Schedule IV hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B Schedule IV hereto and Exhibit B Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto under the caption “Significant Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned owned, directly or indirectly by the Company, directly or through subsidiaries, free and clear of any LienLien (other than as a result of borrowings pursuant to any indenture or financing transaction or repurchase agreement described in the Registration Statement, the General Disclosure Package or the Prospectus); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, and Realty Income Texas Properties, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; organization (ii) in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” meaning that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the register of companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation and all of the issued and outstanding partnership interests of each such subsidiary Material Subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each Material Subsidiary that is a limited liability company have been validly issued and holders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of (i) and (ii), except with respect to StarStone Insurance Bermuda Limited and Fitzwilliam Insurance Limited to the extent each has minority securityholders, are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by other than the Commission) Operating Partnership (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; , (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and clause (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary of the Company that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary of the Company (including the Operating Partnership) that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as Company’s domestic subsidiaries and, except with respect to such term is defined jurisdictions where the failure to be duly incorporated or formed, to be in Rule 1good standing or to have such power and authority would not, individually or in the aggregate, result in a Material Adverse Effect, the Company’s non-02 of Regulation S-X promulgated by the Commission) (i) domestic subsidiaries, has been duly organized incorporated or formed, as applicable, and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its organization; (ii) incorporation or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; and (iii) . Each of the Company’s subsidiaries is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may beapplicable, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), for such jurisdictions where the failure to have such power and authority so qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; . All of the issued and outstanding capital stock or membership interests or other equity interests of each subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable, except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result of any rights contained in the organizational documents and is owned by the Company, directly or through subsidiaries, except in the case of one or more foreign subsidiaries where directors of the Company hold nominee shares as required by local law, and, except as disclosed in the General Disclosure Package and the Prospectus, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than any permitted collateral lien or mortgage under the Company’s outstanding indebtedness as described in the Registration Statement, the General Disclosure Package and the Prospectus, all . None of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” subsidiaries of the Company are (A) the subsidiaries listed on Exhibit B hereto 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and Exhibit B accurately sets forth whether each such subsidiary is a corporation(B) certain other subsidiaries which, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, considered in the case aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and Crest Net Lease, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or Time of Sale Information and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B Schedule 2 hereto and Exhibit B Schedule 2 accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Exhibit A hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any Lienlien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B A hereto and Exhibit B A accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit A hereto under the caption “Significant Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the ProspectusStatements, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership partnerships interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other personsubsidiary. The only “significant subsidiaries” subsidiaries of the Company, other than FE and its subsidiaries (which will become subsidiaries of the Company at the Closing Time), are the subsidiaries listed on Exhibit B Schedule C hereto and Exhibit B Schedule C accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelysubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Schedule III hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B Schedule III hereto and Exhibit B Schedule III accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule III hereto under the caption “Significant Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary that is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) a corporation has been duly organized incorporated and is validly existing as a corporation, limited in good standing under the laws of the state of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or general partnership leases properties or limited liability companyconducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each Subsidiary that is a bank has been duly chartered and is validly existing as the a national or state chartered bank, in each case may be, in good standing under the laws of the jurisdiction of its organization; (ii) has , with power and authority as a national or state chartered bank to own, lease and operate own its properties and to conduct its business as described in the Registration StatementProspectus, and has been duly qualified for the General Disclosure Package transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each Subsidiary that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its formation, with limited liability company power and authority to own its properties and conduct its business as described in the Prospectus; , and (iii) is has been duly qualified as a foreign limited liability company for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; all of the issued shares of capital stock or limited liability company interests of each Subsidiary that is a corporation, limited or general partnership bank or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, issued and are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Companyowned, directly or through subsidiariesother subsidiaries of the Company, by the Company, free and clear of any Lienpledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock or limited liability company interests of any such subsidiary Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited bank or general partnership, and none of the issued and outstanding limited liability company interestscompany, membership interests or other similar interests of any such subsidiary that is a limited liability company as the case may be, was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of Subsidiary; the Company are does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on in Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and 21.1 to the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Form 10-K.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, and except for pledges of equity of certain of the Company’s subsidiaries in connection with the Company’s financing agreements, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto Schedule I hereto, and Exhibit B Schedule I accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only Exhibit 8 to the Company’s most recent Annual Report on Form 20-F filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with the first sentence of clause (ii) of Section 21 of Item 601 of Regulation S-K of the Commission. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto and under the caption “Material Subsidiaries.” The total assets of the subsidiaries other than those marked with an asterisk on Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company hereto (the “Subject Subsidiaries”) and the jurisdiction of organization of each such subsidiary andCompany, in each case excluding any of their respective subsidiaries other than Subject Subsidiaries, determined on a consolidated basis, are equal to at least 90% of the total consolidated assets of the Company and its consolidated subsidiaries; for the year ended December 31, 2013, the total revenues, operating income and net income of Subject Subsidiaries and the Company, in each case excluding any of any subsidiary which is their respective subsidiaries other than Subject Subsidiaries, determined on a partnership or limited liability companyconsolidated basis, its general partners were equal to at least 90% of the total consolidated revenues, operating income and managing membersnet income, respectively, of the Company and its consolidated subsidiaries for such period.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lienall Liens, except for such Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights of granted by such subsidiary to any securityholder of such subsidiary or any other personperson that have not been waived in writing. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” Significant Subsidiary (as defined below) of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Significant Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary Significant Subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Significant Subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Significant Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Significant Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Significant Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K (“Exhibit 21.1”) filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with clause (ii) of Section 21 of Item 601(b) of Regulation S-K of the Commission. Any subsidiaries of the Company that are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and 21.1 (the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively“Significant Subsidiaries”).

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned owned, directly or indirectly by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued issues and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or partnership, limited liability companycompany or statutory trust, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or partnership, limited liability companycompany or statutory trust, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership partnership, and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company or statutory trust have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company or a statutory trust was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or or, to the knowledge of the Company, any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or partnership, limited liability company or statutory trust and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, and Realty Income Texas Properties, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or equity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or of the conduct of business, except in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only Exhibit 8 to the Company’s most recent Annual Report on Form 20-F filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with the first sentence of clause (ii) of Section 21 of Item 601 of Regulation S-K of the Commission. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto and under the caption “Material Subsidiaries.” The total assets of the subsidiaries other than those marked with an asterisk on Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company hereto (the “Subject Subsidiaries”) and the jurisdiction of organization of each such subsidiary andCompany, in each case excluding any of their respective subsidiaries other than Subject Subsidiaries, determined on a consolidated basis, are equal to at least 90% of the total consolidated assets of the Company and its consolidated subsidiaries; for the year ended December 31, 2012, the total revenues, operating income and net income of Subject Subsidiaries and the Company, in each case excluding any of any subsidiary which is their respective subsidiaries other than Subject Subsidiaries, determined on a partnership or limited liability companyconsolidated basis, its general partners were equal to at least 90% of the total consolidated revenues, operating income and managing membersnet income, respectively, of the Company and its consolidated subsidiaries for such period.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or or, to the knowledge of the Company, any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the ProspectusProspectuses; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any LienLien (except for Liens pursuant to Existing Credit Agreements which, individually or in the aggregate, would not be expected to result in a Material Adverse Effect); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyhereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Company’s “subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X promulgated by under the CommissionAct) is set forth on Schedule III hereto (ieach, a “Subsidiary” and, collectively, the “Subsidiaries”) and has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, an entity in good standing under the laws of the jurisdiction of its organization; (ii) formation, has such entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Information or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, entity to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; the Operating Partnership has limited partnership power and authority to enter into and perform its obligations under this Agreement; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership or other equity interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have Subsidiary has been duly authorized and validly issued, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock or other equity interest of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Subsidiary or any other personperson or entity. The only “significant subsidiaries” Except for the equity interests in the Subsidiaries and except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporationdoes not own, limited directly or general partnership indirectly, any shares of stock or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case any other equity or long-term debt securities of any subsidiary which is a partnership corporation or limited liability companyhave any equity interest in any firm, its general partners and managing memberspartnership, respectivelyjoint venture, association or other entity.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned owned, directly or indirectly by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued issues and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and Realty Income of Maryland, Inc., a Maryland corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or by-laws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned owned, directly or indirectly by the Company, directly or through subsidiaries, free and clear of any LienLien (as defined herein) or as a result of borrowings pursuant to any indenture or financing transaction or repurchase agreement described in the Registration Statement, the General Disclosure Package or the Prospectus; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued issues and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. The total assets of the subsidiaries marked with an asterisk on Exhibit B hereto (the “Subject Subsidiaries”) and the Company, in each case excluding any of their respective subsidiaries other than Subject Subsidiaries, determined on a consolidated basis, are equal to at least 94.9% of the total consolidated assets of the Company and its consolidated subsidiaries; for the nine month period ended September 30, 2013, the total revenues, operating income and net earnings of Subject Subsidiaries and the Company, in each case excluding any of their respective subsidiaries other than Subject Subsidiaries, determined on a consolidated basis, were equal to at least 93.4%, 99.7% and 99.5%, respectively of the total revenues, operating income, and net earnings, respectively, of the Company and its consolidated subsidiaries for such period.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued issues and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each of the Company’s “significant subsidiarysubsidiaries,” of the Company (as such term is defined in by Rule 1-02 of Regulation S-X promulgated by that is organized as a corporation, limited or general partnership or limited liability company, is listed on Exhibit D hereto. Each such significant subsidiary of the Commission) Company (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; , (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B D accurately sets forth whether each such significant subsidiary of the Company is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any significant subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.. The only subsidiaries of the Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Company’s most recent Annual Report on Form 10-K and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary, as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” direct or indirect subsidiary of the Company (Company, including those on Exhibit 21.1 to the Company’s most recent annual report on Form 10-K as such term is defined in Rule 1-02 of Regulation S-X promulgated by its date, other than the Commission) (i) Operating Partnership, has been duly organized formed and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may bebe (or the foreign equivalent thereof), in good standing under the laws of the jurisdiction of its organization; (ii) has , with full power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus and, in relation to joint ventures, the General Disclosure Package and interest in each such joint venture not held by the ProspectusCompany, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien, except where such Liens would not have, or reasonably be expected to have, a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only As of the date hereof, none of the Subsidiaries are “significant subsidiaries” of the Company are (as such term is defined in Rule 1-02 of Regulation S X under the Securities Act). After the date hereof, except as disclosed to BAML in writing, none of the Company’s subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each will be “significant subsidiaries” of the Company (as such subsidiary term is a corporation, limited or general partnership or limited liability company and defined in Rule 1-02 of Regulation S X under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySecurities Act).

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Schedule III hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B Schedule III hereto and Exhibit B Schedule III accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Joint Ventures (as defined herein) are not subsidiaries of the Company. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule III hereto under the caption “Significant Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” Significant Subsidiary (as defined below) of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Significant Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary Significant Subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Significant Subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Significant Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Significant Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Significant Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K (“Exhibit 21.1”) filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with clause (ii) of Section 21 of Item 601(b) of Regulation S-K of the Commission. Any subsidiaries of the Company that are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and 21.1 (the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively“Significant Subsidiaries”).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) Subsidiary has been duly organized or formed, as the case may be, and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) organization or formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership corporation and all of the issued and outstanding limited liability company interests, membership interests, partnership interests or other similar interests of each such subsidiary Subsidiary that is a limited liability company or limited partnership have been duly authorized and validly issued, are fully paid and non-assessable (except as such non-assessibility may be limited by (i) Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) in the case of general partnership interestsa Delaware limited liability company, (ii) nonassessable Sections 17-303(a), 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) in the case of a Delaware limited partnership, (iii) Section 101.206 of the Texas Business Organizations Code in the case of a Texas limited liability company, (iv) Sections 7-80-606, 7-80-705 and 7-80-805 of the Colorado Limited Liability Company Act in the case of a Colorado limited liability company, (v) Sections 00-00-000, 00-00-000 and 00-00-000 of the Wyoming Limited Liability Company Act in the case of a Wyoming limited liability company and (vi) Sections 18-2030 and 18-2031 of the Oklahoma Limited Liability Company Act in the case of an Oklahoma limited liability company) and are owned by the CompanyPartnership, directly or indirectly through subsidiaries, free and clear of any Lien, other than Liens arising under the Credit Agreement and the Note Purchase Agreement; and none of the issued and outstanding shares of capital stock of any such subsidiary Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, corporation and none of the issued and outstanding limited liability company interests, membership interests, partnership interests or other similar interests of any such subsidiary Subsidiary that is a limited liability company or limited partnership was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company Partnership are the subsidiaries Subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary Subsidiary is a corporation, limited or general partnership liability company or limited liability company partnership and the jurisdiction of organization or formation of each such subsidiary Subsidiary and, in the case of any subsidiary which Subsidiary that is a limited partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Partnership that are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto.

Good Standing of Subsidiaries. The only Subsidiaries of ATA are the entities listed in Exhibit 21.1 to the Annual Report. Each “significant subsidiary” Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) ATA (i) has been duly organized and is validly existing as a corporation, limited or general partnership or a limited liability company, as the case may be, company in good standing under the laws of the jurisdiction of its organization; , (ii) has partnership or limited liability company power and authority authority, as applicable, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Specified SEC Reports and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases case of clauses (ii) and this clause (iii), ) where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a an ATA Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of equity interests or capital stock stock, respectively, of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have Subsidiary has been duly authorized and validly issued, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are is owned by the CompanyATA, directly or through subsidiariesa Subsidiary, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding equity interests or shares of capital stock stock, respectively, of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Subsidiary. Except for the equity interests and shares of capital stock, respectively, in its Subsidiaries, ATA does not own, directly or indirectly, any shares of stock or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited equity or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case long term debt securities of any subsidiary which is a partnership corporation or limited liability companyhave any equity interest in any firm, its general partners and managing memberspartnership, respectivelyjoint venture, association or other entity.

Good Standing of Subsidiaries. Each “"significant subsidiary” " ----------------------------- of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by X), each Signatory Subsidiary (each a "Subsidiary" and, collectively, the Commission) "Subsidiaries"), and, to the Company's knowledge (i) without any obligation to make any inquiries or any independent investigation), United International Pictures B.V. ("UIP"), has been duly organized and is validly existing as a corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) formation, has the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Rights Offering Prospectus and (iii) is duly qualified as a foreign corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such corporate subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have has been duly authorized and validly issued, are is fully paid and non-assessable; all of the outstanding partnership interests in each partnership subsidiary and, to the Company's knowledge (without any obligation to make any inquiries or any independent investigation) UIP, have been duly authorized by such partnership; and, except as discussed in the case Prospectus, all of general such capital stock and partnership interests) nonassessable and interests are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock or partnership interests, as the case may be, of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” All of the Subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and 21 to the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyRegistration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B A hereto and Exhibit B A accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit A hereto under the caption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing (or is subsisting, as applicable for entities organized in the Commonwealth of Pennsylvania) under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary Material Subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Material Subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other personperson or entity. The only Exhibit 21 to the Company’s most recent Annual Report on Form 10-K filed with the Commission accurately sets forth the name of each Material Subsidiary. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X of the Company Commission are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries” (“Material Subsidiaries”).

Good Standing of Subsidiaries. Each “significant subsidiary” Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) Partnership has been duly organized or formed and is validly existing as a corporation, limited or general partnership corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) organization or formation, has power and authority to own, lease and operate its properties and to conduct its business in each case in all material respects as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) . Each Subsidiary is duly qualified as a foreign corporation, limited or general partnership corporation or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership corporation and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Subsidiary that is a limited liability company have been duly authorized and validly issuedissued in accordance with its Organizational Documents, are fully paid and nonassessable (except in as such nonassessability may be affected by Sections 18-607 and 18-804 of the case Delaware Limited Liability Company Act (the “Delaware LLC Act”) and the laws of general partnership intereststhe State of Texas, as applicable) nonassessable and are owned by the CompanyPartnership, directly or through subsidiaries, free and clear of any LienLien (other than those arising under the Credit Agreement); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, corporation and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company Partnership Parties are the subsidiaries listed on Exhibit B hereto and Exhibit B A hereto, which exhibit accurately sets forth whether each such subsidiary is a corporation, limited or general partnership corporation or limited liability company and the jurisdiction of organization of each such subsidiary and, in and the case ownership of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyeach such subsidiary.

Good Standing of Subsidiaries. Each of the Company’s “significant subsidiarysubsidiaries” of the Company (as such term is defined in by Rule 1-02 of Regulation S-X promulgated by that is organized as a corporation, limited or general partnership or limited liability company is listed on Exhibit D hereto. Each such significant subsidiary of the Commission) Company (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; , (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B D accurately sets forth whether each such significant subsidiary of the Company is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any significant subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.. The only subsidiaries of the Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Company’s most recent Annual Report on Form 10-K and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary, as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary that is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) a corporation has been duly organized incorporated and is validly existing as a corporation, limited in good standing under the laws of the state of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or general partnership leases properties or limited liability companyconducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each Subsidiary that is a bank has been duly chartered and is validly existing as the a national or state chartered bank, in each case may be, in good standing under the laws of the jurisdiction of its organization; (ii) has , with power and authority as a national or state chartered bank to own, lease and operate own its properties and to conduct its business as described in the Registration StatementProspectus, and has been duly qualified for the General Disclosure Package transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each Subsidiary that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its formation, with limited liability company power and authority to own its properties and conduct its business as described in the Prospectus; , and (iii) is has been duly qualified as a foreign limited liability company for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; all of the issued shares of capital stock or limited liability company interests of each Subsidiary that is a corporation, limited or general partnership bank or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, issued and are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Companyowned, directly or through subsidiariesother subsidiaries of the Company, by the Company, free and clear of any Lienpledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock or limited liability company interests of any such subsidiary Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited bank or general partnership, and none of the issued and outstanding limited liability company interestscompany, membership interests or other similar interests of any such subsidiary that is a limited liability company as the case may be, was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of Subsidiary; the Company are does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on in Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and 21 to the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Form 10-K.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the CommissionX) (ieach, a “Subsidiary” and, collectively, the “Subsidiaries”) (A) that is a corporation has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, corporation in good standing (where such concept exists) under the laws of the jurisdiction of its organization; (ii) incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; , and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, corporation to transact business and is in good standing (to the extent where such concept exists exists) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, and (B) that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing (where such concept exists) under the laws of the jurisdiction of its formation, has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the applicable jurisdictionRegistration Statement, the General Disclosure Package and the Prospectus, and is duly qualified as a foreign limited liability company to transact business and is in good standing (where such concept exists) 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 in the cases of clauses each case under clause (iiA) and or (iii), B) where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have Subsidiary has been duly authorized and validly issued, are is fully paid and (non-assessable and, except in the case of general partnership interests) nonassessable and are with respect to any such Subsidiary that is a securitization trust, is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” Subsidiaries of the Company are the subsidiaries listed on in Exhibit B hereto and Exhibit B accurately sets 21 (or omitted from such exhibit as set forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case footnotes to such exhibit) to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2021, and those other subsidiaries that do not, collectively, constitute a “significant subsidiary” as defined in Rule 1-02 of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only Any domestic subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B C hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries.” (h)

Good Standing of Subsidiaries. Each “significant subsidiary” direct or indirect subsidiary of the Company (Company, including those on Exhibit 21.1 to the Company’s most recent annual report on Form 10-K as such term is defined in Rule 1-02 of Regulation S-X promulgated by its date, other than the Commission) (i) Operating Partnership, has been duly organized formed and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may bebe (or the foreign equivalent thereof), in good standing under the laws of the jurisdiction of its organization; (ii) has , with full power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus and, in relation to joint ventures, the General Disclosure Package and interest in each such joint venture not held by the ProspectusCompany, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien, except where such Liens would not have, or reasonably be expected to have, a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only As of the date hereof, none of the Subsidiaries are “significant subsidiaries” of the Company are (as such term is defined in Rule 1-02 of Regulation S X under the Securities Act). After the date hereof, except as disclosed to Xxxxx Fargo Securities in writing, none of the Company’s subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each will be “significant subsidiaries” of the Company (as such subsidiary term is a corporation, limited or general partnership or limited liability company and defined in Rule 1-02 of Regulation S X under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySecurities Act).

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; organization (ii) in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” meaning that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the register of companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation and all of the issued and outstanding partnership interests of each such subsidiary Material Subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each Material Subsidiary that is a limited liability company have been validly issued and holders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of (i) and (ii), are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “subsidiary that is a "significant subsidiary” of the Company (" as such term is defined in Rule Section 1-02 of Regulation S-X promulgated by (each a "Significant Subsidiary," and collectively, the Commission"Significant Subsidiaries") (i) and each subsidiary listed on Exhibit B hereto has been duly organized and is validly existing as a corporation, limited or general partnership or 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 organization; (ii) has , 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 Registration Statement, the General Disclosure Package or the Prospectus; and (iii) . Each such entity is duly qualified or registered as a foreign corporation, limited or general partnership or limited liability companycompany or other entity, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority so qualify or to be so qualified or in good standing register would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership or other equity interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company entity have been duly authorized and validly issued, issued and are fully paid and (except in the case of general non-assessable, or with respect to partnership interests) nonassessable entities have been fully paid, and are owned directly or indirectly by the CompanyCompany or the Operating Partnership and various joint venture partners, directly or through subsidiaries, in each case free and clear of any Lien; and none of the issued and outstanding security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, "Liens"). No shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership or other equity interests of such entities are reserved for any such subsidiary that is a limited or general partnershippurpose, and none of the issued and there are no outstanding limited liability company interests, membership interests securities convertible into or exchangeable for any capital stock or other similar equity interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rightsentities and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of first refusal such capital stock or other similar rights of any securityholder of such subsidiary equity interests or any other person. The only “significant subsidiaries” securities of such entities, except as disclosed in the Company are Prospectus or as otherwise provided in the subsidiaries joint venture agreements listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporationSchedule A to this Agreement, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, if not otherwise disclosed in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyProspectus.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Exhibit B hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are "significant subsidiaries" as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption "Significant Subsidiaries."

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycompany (or foreign equivalent of any of the foregoing), as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or Material Subsidiary or, to the knowledge of the Company, any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B A hereto and Exhibit B A accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company the type of entity and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit A hereto under the caption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” Exhibit 21 to the Company’s most recent Annual Report on Form 10-K filed with the Commission accurately sets forth the name of each subsidiary of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the its jurisdiction of organization organization, other than subsidiaries omitted from such exhibit in accordance with the first sentence of each such subsidiary and, in clause (ii) of Section 21 of Item 601 of Regulation S-K of the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyCommission.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; organization (ii) or such equivalent concept to the extent it exists under the laws of such jurisdiction), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction (or such equivalent concept to the extent it exists under the laws of such concept exists in the applicable 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 except, in the cases of clauses (ii) and (iii)each case, where the failure to have such power and authority or to be so qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The As of the date hereof, the only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which that is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company that are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement or the Prospectus; and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B C hereto and Exhibit B C accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statements and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, Bermuda-exempted company, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; organization (ii) in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” means that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority under the Companies Act 1981 of Bermuda, or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation or a Bermuda-exempted company and all of the issued and outstanding partnership interests of each such subsidiary Material Subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each Material Subsidiary that is a limited liability company have been validly issued and holders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of (i) and (ii), are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Material Subsidiary that is a corporationcorporation or a Bermuda-exempted company, none of the issued and outstanding partnership interests of any such subsidiary Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Schedule IV hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B Schedule IV hereto and Exhibit B Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Joint Ventures (as defined herein) are not subsidiaries of the Company. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto under the caption “Significant Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” direct or indirect subsidiary of the Company (Company, including those on Exhibit 21.1 to the Company’s most recent annual report on Form 10-K as such term is defined in Rule 1-02 of Regulation S-X promulgated by its date, other than the Commission) (i) Operating Partnership, has been duly organized formed and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may bebe (or the foreign equivalent thereof), in good standing under the laws of the jurisdiction of its organization; (ii) has , with full power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus and, in relation to joint ventures, the General Disclosure Package and interest in each such joint venture not held by the ProspectusCompany, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien, except where such Liens would not have, or reasonably be expected to have, a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only As of the date hereof, none of the Subsidiaries are “significant subsidiaries” of the Company are (as such term is defined in Rule 1-02 of Regulation S X under the Securities Act). After the date hereof, except as disclosed to RBC in writing, none of the Company’s subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each will be “significant subsidiaries” of the Company (as such subsidiary term is a corporation, limited or general partnership or limited liability company and defined in Rule 1-02 of Regulation S X under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySecurities Act).

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company subject to any Lien (other than Liens arising under the Existing Credit Agreements and the Existing Note Purchase Agreement) or was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only Exhibit 21 to the Company’s most recent Annual Report on Form 10-K filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with clause (ii) of Section 21 of Item 601 of Regulation S-K of the Commission and the Company does not have any subsidiaries which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X. Other than the subsidiaries of the Company are the subsidiaries listed on Exhibit B H hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation(the “Subject Subsidiaries”), limited or general partnership or limited liability company and none of the jurisdiction subsidiaries of organization the Company has assets that exceed 10% of each such subsidiary andtotal shareholders equity of the Company at March 3, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively2009.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company which is a significant subsidiary (each, a “Significant Subsidiary”) as such term is defined in Rule 1-02 405 of Regulation S-X promulgated by C of the Commission) (i) 1933 Act Regulations has been duly organized and is validly existing as a corporation, limited liability company or general partnership or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has 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 Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited liability company or general partnership or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing qualify would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such corporate subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have has been duly authorized and validly issued, are is fully paid and (non-assessable and, except in the case of general partnership interests) nonassessable and are for directors’ qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none all of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization interests of each such subsidiary and, in the case of any subsidiary which is a partnership or limited Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorported July 10, 2003 liability company, its general partners as applicable, have been duly authorized (if applicable) and managing membersvalidly issued and are fully paid and non-assessable and (except for other partnership or limited liability company interests described in the Prospectus) are owned by the Company, respectivelydirectly or through corporate subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other personperson or entity. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto hereto, and Exhibit B hereto accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which that is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1‑02 of Regulation S‑X of the Commission are listed on Exhibit B hereto under the caption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” direct or indirect subsidiary of the Company (Company, including those on Exhibit 21.1 to the Company’s most recent annual report on Form 10–K as such term is defined in Rule 1-02 of Regulation S-X promulgated by its date, other than the Commission) (i) Operating Partnership, has been duly organized formed and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may bebe (or the foreign equivalent thereof), in good standing under the laws of the jurisdiction of its organization; (ii) has , with full power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus and, in relation to joint ventures, the General Disclosure Package and interest in each such joint venture not held by the ProspectusCompany, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien, except where such Liens would not have, or reasonably be expected to have, a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only As of the date hereof, none of the Subsidiaries are “significant subsidiaries” of the Company are (as such term is defined in Rule 1–02 of Regulation S X under the Securities Act). After the date hereof, except as disclosed to Citi in writing, none of the Company’s subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each will be “significant subsidiaries” of the Company (as such subsidiary term is a corporation, limited or general partnership or limited liability company and defined in Rule 1–02 of Regulation S X under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySecurities Act).

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by under the Commission1933 Act) (i) each, a "Subsidiary" and, collectively, the "Subsixxxxxxx"), if any, has been duly organized and is validly existing as a corporation, limited or general partnership liability company or limited liability company, as the case may be, partnership in good standing under the laws of the jurisdiction of its organization; (ii) , has corporate, limited liability company or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited liability company or general partnership or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority so qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporationstock, all of the issued and outstanding limited liability company member interests or partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company Subsidiary have been duly authorized and are validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiariessubsidiaries (with the exception of the preferred stock of AutoZone Development Corporation of which the Company owns, directly and indirectly, 1,085 shares and others own 115 shares), free and clear of any Lien; and none security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership member interests or other similar interests partnership interest of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 on Exhibit B hereto) of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (except to the extent of joint ventures to which the Company is a party or otherwise indicated on Exhibit B hereto) are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.. Any subsidiaries of the Company which are “significant subsidiaries” are marked with an asterisk on Exhibit B.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the ----------------------------- Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its organization; (ii) , has the corporate power and authority or the power and authority as a limited liability company, limited partnership or general partnership, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectuses and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporationcorporation has been duly authorized and validly issued, all is fully paid and non-assessable and is owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of the issued and outstanding partnership interests shares of each capital stock of any such subsidiary that is a limited were issued in violation of the preemptive or general partnership and similar rights of any security holder of such subsidiary, (B) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company company, if any, have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any Lien; security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of the outstanding limited liability company interests of any such subsidiary were issued in violation of the preemptive or similar rights of any security holder of such subsidiary, and (C) all of the issued and outstanding shares limited and general partnership interests of capital stock of any each such subsidiary that is a corporationpartnership have been duly authorized and validly issued and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of the issued and outstanding limited or general partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder security holder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelysubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) subsidiaries listed on Exhibit C hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Prospectus and the any Permitted Free Writing Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non- assessable and are owned by the CompanyCompany or Carvana Group, as applicable, directly or through subsidiaries, free and clear of any Lienall Liens, except for such Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson that have not been waived in writing. The only Any subsidiaries of the Company and Carvana Group which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B C hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Company’s “subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X promulgated by under the Commission1000 Xxx) is set forth on Schedule II hereto (ieach, a “Subsidiary” and, collectively, the “Subsidiaries”) and has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, an entity in good standing under the laws of the jurisdiction of its organization; (ii) formation, has such entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, entity to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; the Operating Partnership has limited partnership power and authority to enter into and perform its obligations under this Agreement; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership or other equity interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have Subsidiary has been duly authorized and validly issued, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock or other equity interest of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Subsidiary or any other personperson or entity. The only “significant subsidiaries” of Except for the equity interests in the Subsidiaries and except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporationdoes not own, limited directly or general partnership indirectly, any shares of stock or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case any other equity or long-term debt securities of any subsidiary which is a partnership corporation or limited liability companyhave any equity interest in any firm, its general partners and managing memberspartnership, respectivelyjoint venture, association or other entity.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) Carvana Parties has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the CompanyCompany or Carvana Group, LLC, as applicable, directly or through subsidiaries, free and clear of any Lienall Liens, except for such Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson that have not been waived in writing. The only Any subsidiaries of the Company and Carvana Group, LLC which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries.”

Good Standing of Subsidiaries. (A) Each “significant subsidiary” subsidiary of the ----------------------------- Company set forth on Schedule 1 hereto (which lists all subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by that are either operating entities or holding companies, each a "Subsidiary" and, collectively, the Commission) (i"Subsidiaries") has been duly organized and is validly existing as a corporation, limited corporation or general partnership or limited liability company, as the case may be, other entity in good standing under the laws of the jurisdiction of its organization; (ii) incorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited corporation or general partnership or limited liability company, as the case may be, other entity to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statementset forth on Schedule 1 hereto, the General Disclosure Package and the Prospectus, (a) all of the issued and outstanding shares of capital stock of each such subsidiary Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have corporation has been duly authorized and validly issued, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned is owned, by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity, and (b) all of the ownership interests of each such Subsidiary that is not a corporation have been duly authorized and are owned, by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” subsidiaries of the Company are (a) the subsidiaries listed on Exhibit B hereto 21 to the Registration Statement and Exhibit B accurately sets forth whether each such subsidiary is a corporation(b) certain other subsidiaries which, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, considered in the case aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” The only Subsidiaries of the Company (as such term is defined in Rule 1-02 are the Subsidiaries listed on Exhibit A hereto. Each of Regulation S-X promulgated by the Commission) (i) Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited or partnership, general partnership or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its organization; (ii) in which it is incorporated or organized and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementProspectus, the General Disclosure Package or the Prospectus; and (iii) is duly qualified or registered as a foreign corporation, limited or partnership, general partnership or limited liability company, as the case may beapplicable, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority so qualify or to be so qualified or register would not result in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in . All the 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 corporationstock, all of the issued and outstanding partnership interests, limited liability company interests or other equivalent equity interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company Subsidiary have been duly and validly authorized and validly issued, issued and are fully paid and (nonassessable, and, except as otherwise set forth in the case Prospectus and except as noted in Exhibit A hereto, all outstanding shares of general capital stock, partnership interests) nonassessable and , limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company, Company or the Operating Partnership either directly or through subsidiaries, wholly-owned Subsidiaries free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary perfected security interest or any other personsecurity interests, claims, liens or encumbrances. The only “significant subsidiaries” of Neither the Company are nor the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each Operating Partnership owns any direct or indirect equity interest in any entity other than the Subsidiaries, except for such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary andinterests as, in the case aggregate, are not material to the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects, of any subsidiary which is the Company, the Operating Partnership and the Subsidiaries considered as a partnership or limited liability company, its general partners and managing members, respectivelysingle enterprise.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are "significant subsidiaries" as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto Schedule III hereto, and Exhibit B Schedule III accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; organization (ii) or such equivalent concept to the extent it exists under the laws of such jurisdiction), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction (or such equivalent concept to the extent it exists under the laws of such concept exists in the applicable 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 except, in the cases of clauses (ii) and (iii)each case, where the failure to have such power and authority or to be so qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The As of the date hereof, the only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B D hereto and Exhibit B D accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which that is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company that are “significant subsidiaries” as defined by Rule 1 02 of Regulation S X are listed on Exhibit D hereto under the caption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and Crest Net Lease, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporationStatements, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or Packages and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 (solely in the cases case of clauses (iijurisdictions other than the State of Florida and the State of Texas) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would notnot result in a material adverse effect on the condition, individually financial or otherwise, or in the aggregateearnings, reasonably be expected to have results of operations or business of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”); except as otherwise disclosed in the Registration Statement, the General Disclosure Package Packages and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any LienLien or claim, except Liens or claims arising under the Existing Credit Agreement as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 to purchase or otherwise acquire any such shares of any securityholder of such subsidiary or any other personCapital Stock. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B D hereto and Exhibit B D accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary andsubsidiary. Any subsidiaries of the Company that are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit D hereto under the caption “Material Subsidiaries.” None of Quanta Advertising Inc., in the case of a New York corporation, Carrols Enterprises Inc., a Delaware corporation, Taco Cabana Atlanta, Inc., a Delaware corporation, or Colorado Cabana Inc., a Colorado corporation, conducts any subsidiary which is a partnership business or limited liability company, its general partners and managing members, respectivelyoperations.

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; organization (ii) in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” meaning that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the register of companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation and all of the issued and outstanding partnership interests of each such subsidiary Material Subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each Material Subsidiary that is a limited liability company have been validly issued and holders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of (i) and (ii), except with respect to StarStone Specialty Insurance Company and StarStone Insurance SE to the extent each has minority securityholders, are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporationpartnership, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporationpartnership, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporationpartnership interests, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership business trust interests or other similar interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnershipinterests, and none of the issued and outstanding limited liability company interests, membership business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar interests rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary that is a limited liability company was issued in violation of or under any preemptive rights, rights of first refusal agreement or other similar rights of any securityholder of such subsidiary instrument to which the Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporationparty. Unless the Company shall have otherwise notified the Agents in writing, limited no direct or general partnership indirect subsidiary of the Company has (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets or, for the fiscal quarter ended as of the date of the Company’s most recent balance sheet included or limited liability company incorporated by reference in the Registration Statement and the jurisdiction Prospectus, had (on an unconsolidated basis) rental revenue in excess of organization 5% of each the Company’s consolidated rental revenue for such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyquarter.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and Crest Net Lease, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company subsi- diary have been duly authorized (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, and Realty Income Texas Properties, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporationStatements, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) subsidiaries listed on Exhibit C hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Prospectus and the any Permitted Free Writing Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the CompanyCompany or Carvana Group, as applicable, directly or through subsidiaries, free and clear of any Lienall Liens, except for such Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson that have not been waived in writing. The only Any subsidiaries of the Company and Carvana Group which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B C hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1 02 of Regulation S-X are listed on Exhibit B hereto under the caption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each Suncor Energy Oil Sands Limited Partnership, Canadian Oil Sands Partnership #1, Suncor Energy Products Partnership, Suncor Energy Marketing Inc., Suncor Energy Ventures Partnership, Suncor Energy (U.S.A.) Marketing Inc., Suncor Energy (U.S.A.) Inc. and Suncor Energy UK Limited are the only “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the CommissionX) (i) the “Subsidiaries”). Each of the Subsidiaries has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, subsisting and in good standing standing, if applicable, under the laws of the jurisdiction of its organization; (ii) , has the necessary corporate, or in the case of partnerships, appropriate power and authority or capacity to own, directly or indirectly, lease and operate operate, as applicable, its properties and to conduct its business as described in the Registration StatementPricing Disclosure Package, the General Disclosure Package or U.S. Prospectus and the Prospectus; Canadian Prospectus and (iii) is duly qualified or registered as a an extra-provincial or foreign corporation, limited or general partnership corporation or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) standing, if applicable, 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or register or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration StatementPricing Disclosure Package, the General Disclosure Package U.S. Prospectus and the Canadian Prospectus, all of the issued and outstanding shares of capital stock or partnership interests (or other equity interests), as the case may be, of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company Subsidiaries have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interestsshares of a corporation) nonassessable fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares or partnership interests (or other equity interests), as the case may be, of capital stock of any such subsidiary that is a corporation, none each of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiaries was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyapplicable Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 on Exhibit B hereto) of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (except to the extent of joint ventures to which the Company is a party or otherwise indicated on Exhibit B hereto) are owned by the Company, directly or through subsidiaries, free and clear of any LienLien (other than security interests granted pursuant to the Subject Instruments and restrictions on transfer imposed by the FCC or under network affiliation agreements); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.. Any subsidiaries of the Company which are “significant subsidiaries” are marked with an asterisk on Exhibit B.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the CommissionX) (ieach, a “Subsidiary” and, collectively, the “Subsidiaries”) (A) that is a corporation has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, corporation in good standing (where such concept exists) under the laws of the jurisdiction of its organization; (ii) incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; , and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, corporation to transact business and is in good standing (to the extent where such concept exists exists) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, and (B) that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing (where such concept exists) under the laws of the jurisdiction of its formation, has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the applicable jurisdictionRegistration Statement, the General Disclosure Package and the Prospectus, and is duly qualified as a foreign limited liability company to transact business and is in good standing (where such concept exists) 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 in the cases of clauses each case under clause (iiA) and or (iii), B) where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have Subsidiary has been duly authorized and validly issued, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Exhibit B hereto Form 10-K for the year ended January 30, 2021 and Exhibit B accurately sets forth whether each such subsidiary is those other subsidiaries that do not, collectively, constitute a corporation, limited or general partnership or limited liability company and the jurisdiction “significant subsidiary” as defined in Rule 1-02 of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Exhibit A hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B A hereto and Exhibit B A accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit A hereto under the caption “Significant Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” domestic subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority so qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such domestic subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company that are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each Suncor Energy Oil Sands Limited Partnership, Suncor Energy Products Partnership, Suncor Energy Marketing Inc., Suncor Energy Ventures Corporation, Suncor Energy Ventures Partnership, Suncor Energy (U.S.A.) Marketing Inc., Suncor Energy (U.S.A.) Inc. and Suncor Energy UK Limited are the only “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the CommissionX) (i) the “Subsidiaries”). Each of the Subsidiaries has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, subsisting and in good standing standing, if applicable, under the laws of the jurisdiction of its organization; (ii) , has the necessary corporate, or in the case of partnerships, appropriate power and authority or capacity to own, directly or indirectly, lease and operate operate, as applicable, its properties and to conduct its business as described in the Registration StatementPricing Disclosure Package, the General Disclosure Package or U.S. Prospectus and the Prospectus; Canadian Prospectus and (iii) is duly qualified or registered as a an extra-provincial or foreign corporation, limited or general partnership corporation or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) standing, if applicable, 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or register or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration StatementPricing Disclosure Package, the General Disclosure Package U.S. Prospectus and the Canadian Prospectus, all of the issued and outstanding shares of capital stock or partnership interests (or other equity interests), as the case may be, of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company Subsidiaries have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interestsshares of a corporation) nonassessable fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares or partnership interests (or other equity interests), as the case may be, of capital stock of any such subsidiary that is a corporation, none each of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiaries was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyapplicable Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement or the Prospectus; and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of 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 of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as Company’s domestic subsidiaries and, except with respect to such term is defined jurisdictions where the failure to be duly incorporated or formed, to be in Rule 1good standing or to have such power and authority would not, individually or in the aggregate, result in a Material Adverse Effect, the Company’s non-02 of Regulation S-X promulgated by the Commission) (i) domestic subsidiaries, has been duly organized incorporated or formed, as applicable, and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its organization; (ii) incorporation or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; and (iii) . Each of the Company’s subsidiaries is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may beapplicable, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), for such jurisdictions where the failure to have such power and authority so qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; . All of the issued and outstanding capital stock or membership interests or other equity interests of each subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable, except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result of any rights contained in the organizational documents and is owned by the Company, directly or through subsidiaries, except in the case of one or more foreign subsidiaries where directors of the Company hold nominee shares as required by local law, and, except as disclosed in the General Disclosure Package and the Prospectus, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than any permitted collateral lien or mortgage under the Company’s outstanding indebtedness as described in the Registration Statement, the General Disclosure Package and the Prospectus, all . None of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” subsidiaries of the Company are (A) the subsidiaries listed on Exhibit B hereto 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and Exhibit B accurately sets forth whether each such subsidiary is a corporation(B) certain other subsidiaries which, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, considered in the case aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Regulation S-X.