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) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation or organization, has entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, the issued and outstanding equity interests of the Significant Subsidiaries have been duly authorized and validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, and are owned by the Company or a subsidiary of the Company free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests of the Significant Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity 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, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus or as would not reasonably be expected to have a Material Adverse Effect, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, or any other claim of any third party, except for any security interest, lien, encumbrance, or equity; none any other claim under the Credit Facilities (as defined in the Prospectus). None of the outstanding equity interests shares of the Significant Subsidiaries capital stock of any subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarysubsidiary that have not been duly and validly waived or satisfied. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) , if any, and Whitestone TRS, Inc. any other subsidiaries of the Company that in the aggregate would constitute a significant subsidiary (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as an entity in good standing under the laws of the jurisdiction of its formation or organizationformation, has such entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statutory Prospectus and the Prospectus and is duly qualified to transact business as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, all of the issued and outstanding equity interests or capital stock, respectively, of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable (to the extent applicable) and are is owned by the Company Company, directly or through a subsidiary of the Company Subsidiary, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests or shares of the Significant Subsidiaries were capital stock, respectively, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each The Bank is the only “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) and has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation or organization, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . The Bank is a national bank chartered under the laws of the United States and its charter is in full force and effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity interests shares of capital stock of the Significant Subsidiaries Bank have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding equity interests shares of capital stock of the Significant Subsidiaries Bank were issued in violation of the any preemptive or similar rights of any securityholder security holder of such subsidiarythe Bank.

Good Standing of Subsidiaries. Each “significant subsidiary” Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation or organization, has entity power and authority to own, lease and operate its properties Properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in have a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration Statement and the Prospectus, all of the issued and outstanding equity capital stock or other ownership interests of the Significant Subsidiaries in each such Subsidiary have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non- assessable and are owned by the Company Company, directly or a subsidiary of the Company through Subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for security interests granted in respect of indebtedness of the Company or any of its Subsidiaries and described in the Prospectus; and none of the outstanding equity capital stock or other ownership interests of the Significant Subsidiaries were in such Subsidiary was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiarysubsidiary or any other person.

Good Standing of Subsidiaries. Each If applicable, each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) ), has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; . If applicable, except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests of the in each Significant Subsidiaries Subsidiary, have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary through other subsidiaries of the Company Company, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; . If applicable, none of the outstanding shares of capital stock of or other equity interests of the in any Significant Subsidiaries Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySignificant Subsidiary or any other person or entity.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity 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, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction (to the extent the concept of “good standing” is applicable in each such jurisdiction) in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock, membership or other equity interests of the Significant Subsidiaries have each Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company indirectly through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock, membership interest or other equity interests of the Significant Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only Subsidiaries of the Company are the entities listed on Exhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-XX promulgated under the 0000 Xxx) (each, a "Subsidiary" and, collectively, the "Subsidiaries"), if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation or a real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its formation incorporation or organizationformation, as the case may be, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation or a real estate investment trust, as the case may be, to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests capital shares of the Significant Subsidiaries have each Subsidiary has been duly authorized and is validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, areissued, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests capital shares of the Significant Subsidiaries were any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company subsidiary listed on Schedule 1 hereto (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed would not result in the Registration Statement and the Prospectusa Material Adverse Effect, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equityadverse claim; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary except where such failure would not result in a Material Adverse Effect. Any significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission), direct and indirect, of the Company are listed on Schedule 1 hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 subsidiaries listed on Exhibit 21 to the Registration Statement, which are the only subsidiaries of Regulation S-X) Virginia BCBS, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized incorporated and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would could not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any such subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. Prior to the effectiveness of the Plan, the Company will have no subsidiaries other than TMSI and, upon the effectiveness of the Plan, will have no subsidiaries other than Trigon Insurance and subsidiaries of Trigon Insurance.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) ), if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation or organization, has the entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement Statement, the Disclosure Package and the Prospectus, the issued and outstanding equity interests of the Significant Subsidiaries have been duly authorized and validly issued issued, and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, nonassessable and are owned by the Company or a subsidiary of the Company free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests of the Significant Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or other organization, has entity all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except . Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests of the in each Significant Subsidiaries Subsidiary have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of or other equity interests of the in any Significant Subsidiaries Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySignificant Subsidiary or any 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) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified to transact its business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement General Disclosure Package and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.Subsidiary. The only subsidiary of the Company is The Fresh Market of Massachusetts, Inc.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) ), if any, and Whitestone TRS, Inc. any (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of the in each Significant Subsidiaries Subsidiary have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary through other subsidiaries of the Company Company, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of or other equity interests of the in any Significant Subsidiaries Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySignificant Subsidiary or any other person or entity.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the each Significant Subsidiaries have Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for such security interests, mortgages, pledges, liens, encumbrances or claims arising under the credit agreement, dated June 1, 2006, among the Company and the lenders named therein, and except in each case where the Company purports to own less than all of such stock or where the breach of this representation would not result in a Material Adverse Effect; none of the outstanding equity interests shares of capital stock of the Company’s Significant Subsidiaries were was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySignificant Subsidiaries.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the 10-K (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) ). Each of the Operating Partnership and each other Subsidiary has been duly formed or organized and is validly existing and as a limited partnership, trust, limited liability company or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its formation or organization, has entity power the partnership, trust or corporate power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign partnership, trust, limited liability company or corporation, as applicable, to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, the issued and outstanding equity interests of the Significant Subsidiaries each Subsidiary, have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests of the Significant Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) ), if any, and Whitestone TRS, Inc. any (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests of the in each Significant Subsidiaries Subsidiary have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary through other subsidiaries of the Company Company, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of or other equity interests of the in any Significant Subsidiaries Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySignificant Subsidiary or any other person or entity.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) ), if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except . Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests of the in each Significant Subsidiaries Subsidiary have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary through other subsidiaries of the Company Company, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of or other equity interests of the in any Significant Subsidiaries Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySignificant Subsidiary or any other person or entity.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary (either direct or indirect) of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed stated in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests shares of capital stock of each subsidiary of the Significant Subsidiaries have Company has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any such subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such subsidiary.. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 incorporated by reference in the Registration Statement and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed incorporated or organized organized, as the case may be, and is validly existing and as a corporation, stock life insurance company or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its formation incorporation or organization, as the case may be, has entity power power, corporate or otherwise, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, and, except or set forth in Schedule 1(a)(viii), free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Final Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse EffectChange; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, the issued and outstanding equity interests all of the Significant Subsidiaries have capital stock of each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Schedule II hereto and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary., do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. of the Company (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed incorporated, organized or organized and formed, is validly existing and as a corporation or other business entity in good standing under the laws of the jurisdiction of its incorporation, organization or formation (to the extent the concept of good standing or organizationany functional equivalent is applicable in such jurisdiction), has the corporate or other business entity power and authority to own, own or lease and operate its properties property and to conduct its business as described in each of the Registration Statement Statement, the Preliminary Prospectus and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not result not, singly or in the aggregate, have a Material Adverse EffectEffect on the Company and its subsidiaries, taken as a whole; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding shares of the share capital or other equity interests of each Significant Subsidiary of the Significant Subsidiaries Company have been duly and validly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned directly or indirectly by the Company or a subsidiary of the Company Company, free and clear of any all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims that would not be, singly or in the aggregate, material security interestto the Company and its subsidiaries, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests of the Significant Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarytaken as a whole.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed organized or organized formed, as applicable, and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation, organization or organizationformation, has entity corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect; except . Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity ownership interests of the Significant Subsidiaries in each Subsidiary have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary of the Company through wholly-owned subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding equity ownership interests of the Significant Subsidiaries in any Subsidiary were issued in violation of the any preemptive rights, resale rights, rights of first offer or refusal or other similar rights of any securityholder of such subsidiarySubsidiary. The only subsidiaries of the Company are the subsidiaries of the Company listed on Schedule D to this Agreement.

Good Standing of Subsidiaries. Each of Sxxx Cablesystems Limited, Sxxx Cablesystems G.P., Videon Cablesystems Inc., Canadian Satellite Communications Inc., Star Choice Communications Inc., Star Choice Television Network Incorporated and Star Choice Satellite T.V. Inc. is a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) ); such Subsidiaries are the only “significant subsidiaries” of the Company; and each of such Subsidiaries has been duly formed or organized and is validly existing a valid and subsisting corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement U.S. Prospectus and the Canadian Prospectus and is duly qualified as a foreign or extra-provincial corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement Statement, the U.S. Prospectus and the Canadian Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company indirectly free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and S&H Enterprises of Central Maryland, if anyInc., Integrated Computer Concepts, Incorporated, The Analysis Group LLC and Whitestone TRSInsight Information Technology, Inc. LLC (each, a “Significant Subsidiarysubsidiary” and and, collectively, the “Significant Subsidiariessubsidiaries”) has been duly incorporated or formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organizationformation, has entity corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement General Disclosure Package and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each “"significant ----------------------------- subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”") ---------- ------------ has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Final Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, the issued and outstanding equity interests all of the Significant Subsidiaries have capital stock of each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Schedule II hereto and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary., do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each of Xxxx Cablesystems Limited, Xxxx Cablesystems G.P., Videon Cablesystems Inc., Shaw Satellite Services Inc., Star Choice Television Network Incorporated and Xxxx Satellite G.P. is a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) ); such Subsidiaries are the only “significant subsidiaries” of the Company; and each of such Subsidiaries has been duly amalgamated, incorporated or formed or organized and is validly existing a valid and subsisting corporation or partnership in good standing under the laws of the jurisdiction of its formation incorporation or organizationformation, has entity the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement U.S. Prospectus and the Canadian Prospectus and is duly qualified as a foreign or extra-provincial corporation or partnership to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement U.S. Prospectus and the Canadian Prospectus, all of the issued and outstanding equity interests capital stock, or partnership interests, as applicable, of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company indirectly, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries capital stock, or partnership interests, as applicable, of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-XX promulgated under the 1933 Act) and Public Service Electric and Gas Company, if any, and Whitestone TRS, Inc. PSEG Powxx XXX xnd PSEG Energy Holdings L.L.C. (each, a “Significant "Subsidiary” and " and, collectively, the “Significant "Subsidiaries”") has been duly formed incorporated or organized and organized, is validly existing and as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not result in a Material Adverse Effect; except Change. Except as otherwise disclosed stated in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of the Significant Subsidiaries each Subsidiary have been duly authorized and are validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, areissued, fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other equity interests of the Significant Subsidiaries were any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder security holder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company are: (as such term is defined in Rule 1-02 of Regulation S-Xa) SkyWest Airlines, if anyInc., a Utah corporation, (b) SkyWest Leasing, Inc., a Utah corporation, and Whitestone TRS, Inc. (eachc) ASA, a “Significant Georgia corporation (each a "Subsidiary” and " and, collectively, the “Significant "Subsidiaries”) "). Each Subsidiary has been duly formed or organized and is validly existing as a corporation and in good standing (if such concept is recognized by such jurisdiction) under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of through the Company Subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) and each Guarantor has been duly formed or organized and is validly existing and as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its formation incorporation or organizationformation, has entity corporate or similar organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Disclosure Package and the Prospectus Final Offering Memorandum and is duly qualified as a foreign corporation or entity to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; other than liens, pledges and encumbrances under the Company’s or any subsidiary’s secured credit facilities and except as otherwise disclosed in the Registration Statement Disclosure Package and the ProspectusFinal Offering Memorandum, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary. The only Subsidiaries of the Company are (a) the Subsidiaries listed on Schedule C hereto and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” Significant Subsidiary (as defined below) of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the its jurisdiction of its formation or organization, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Prospectus; and the Prospectus and each Significant Subsidiary is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, the . The shares of issued and outstanding equity interests capital stock of the each Significant Subsidiaries Subsidiary have been duly authorized and validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, and are owned by the Company or a subsidiary of the Company free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equitynon-assessable; none of the issued and outstanding equity interests shares of the capital stock of either Significant Subsidiaries were Subsidiary was issued in violation of the any preemptive or other similar rights of any securityholder of such Significant Subsidiary; and all shares of capital stock of each Significant Subsidiary are owned by the Company, free and clear of any security interests and other liens and encumbrances and of any equities, claims and other adverse interests. Nevada Power Company and Sierra Pacific Power Company, each a Nevada corporation (and each a "SIGNIFICANT SUBSIDIARY"), are each a "significant subsidiary" within the meaning of Rule 405 under the 1933 Act, and the Company has no other such significant subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) Designated Subsidiaries has been duly formed or organized and is validly existing and as a corporation or a public benefit corporation, as the case may be, in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Offering Memorandum and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing standing, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusOffering Memorandum, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Designated Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is directly or indirectly owned by the Company or a subsidiary of the Company Company, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Designated Subsidiary was issued in violation of the any preemptive or similar rights arising by operation of any securityholder law, or under the charter or by- laws of such subsidiaryDesignated Subsidiary or under any agreement to which the Company or such Designated Subsidiary is a party. The Company has no subsidiaries other than Rhythms Links Inc., Rhythms Links Inc.--Virginia, Rhythms Canada and Rhythms Europe (collectively, the "Designated Subsidiaries").

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organizationorganization (to the extent such concept or functional equivalent is applicable in such jurisdiction), has entity corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction (to the extent such concept or functional equivalent is applicable in such jurisdiction) in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The Company and the Subsidiaries are herein referred to collectively as the “Company Parties.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “Significant Subsidiary” and collectively, collectively the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation, limited liability company or limited liability partnership, or general or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its formation or organization, has entity all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectus, and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect, All of the issued and outstanding capital stock of each of the Subsidiaries that is a corporation has been duly authorized and validly issued, is fully paid and non-assessable, and all of the partnership and other equity interests in each other Subsidiary are validly issued and fully paid; except as otherwise disclosed in Schedule C and in the Registration Statement Statement, all such shares and interests, as the Prospectuscase may be, the issued and outstanding equity interests of the Significant Subsidiaries have been duly authorized and validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, and are wholly owned by the Company Company, directly or a subsidiary of the Company through Subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock or partnership or other equity interests of the Significant Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its formation incorporation or organization, as the case may be, has entity corporate or partnership, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as 4 described in the Registration Statement and the Prospectus Offering Memorandum and is duly qualified as a foreign corporation or partnership, as the case may be, to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusOffering Memorandum or in Schedule C hereto, all of the issued and outstanding equity capital stock of each corporate Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, and all of the partnership interests of the Significant Subsidiaries each partnership Subsidiary have been duly authorized and validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, and are owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, in each case free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of capital stock or partnership interests, as the Significant Subsidiaries were case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only Subsidiaries of the Company are listed on Schedule C hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of Illinois Power Company, Illinova Generating Company, Illinova Energy Partners, Inc. and such other subsidiaries of the Company (Company, if any, that are "significant subsidiaries" as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. X promulgated under the 1933 Act (each, a “Significant "Subsidiary” and " and, collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Subsidiary has been duly authorized and is validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, areissued, fully paid and nonassessable, non- assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests shares of capital stock of the Significant Subsidiaries were was issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws of any securityholder of such subsidiarysubsidiary or under any agreement to which the Company or any subsidiary is a party, or otherwise.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) each a "Subsidiary" and, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other subsidiaries which do not constitute "significant subsidiaries" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” Applied Science and Technology, Inc. and ENI Technology, Inc. (each a "Subsidiary" and, collectively, the "Subsidiaries") are the only subsidiaries of the Company, other than MKS Japan, Inc., whose individual revenues at September 30, 2003 exceeded 10% of the consolidated revenues of the Company (as such term is defined in Rule 1-02 from sales to customers unaffiliated with the Company. Each of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) Subsidiaries has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company subsidiary (as such term is defined in Rule 1-02 of Regulation S-XX promulgated under the 0000 Xxx) , if any, and Whitestone TRS, Inc. of the Company (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed incorporated or organized and is validly existing and as a corporation, limited partnership, limited liability company or other entity in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited partnership, limited liability company or other entity to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in reasonably be expected to 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 and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equity interests of the each Significant Subsidiaries Subsidiary have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none , except for security interests granted in respect of indebtedness of the outstanding equity interests Company or any of its subsidiaries and referred to in the Significant Subsidiaries were issued in violation of General Disclosure Package and the preemptive or similar rights of any securityholder of such subsidiaryProspectus.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as such term is defined in Rule 1that own, directly or indirectly, any material assets are listed on Exhibit 21.1 to the 10-02 K. Each of Regulation S-X) , if any, the Operating Partnership and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) each other subsidiary has been duly formed or organized and is validly existing and as a limited partnership, trust, limited liability company or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its formation or organization, has entity power the partnership, trust or corporate power, as the case may be, and authority authority, to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign partnership, trust, limited liability company or corporation, as applicable, to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity interests of the Significant Subsidiaries each subsidiary, have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests of the Significant Subsidiaries any subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed incorporated, organized or organized and validly formed, as applicable, is validly existing as a corporation or other business entity and in good standing under the laws of the jurisdiction of its formation incorporation, or organizationother organization or formation, has the corporate or other business entity power and authority to own, own or lease and operate its properties property and to conduct its business as described in each of the Registration Statement Statement, the Prospectus and the Prospectus General Disclosure Package and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not result not, singly or in the aggregate, have a Material Adverse Effect; except . Except as otherwise disclosed described in the Registration Statement and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary of the Significant Subsidiaries Company have been duly and validly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned directly or indirectly by the Company or a subsidiary of the Company Company, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim equity, claims, mortgage, or equity; none pledge. As of December 31, 2023, the only subsidiaries of the outstanding equity interests of Company are the Significant Subsidiaries were issued in violation of subsidiaries listed on Exhibit 21.1 to the preemptive or similar rights of any securityholder of such subsidiary.Company’s most recent Annual Report on 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-XX promulgated under the 0000 Xxx) (each, a "Subsidiary" and, collectively, the "Subsidiaries"), if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation or a real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its formation incorporation or organizationformation, as the case may be, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation or a real estate investment trust, as the case may be, to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests capital shares of the Significant Subsidiaries each Subsidiary have been duly authorized and are validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, areissued, fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests capital shares of the Significant Subsidiaries were any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company is identified in Exhibit B to this Agreement (as such term is defined in Rule 1-02 of Regulation S-X) , if any, each a "Subsidiary" and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, collectively the “Significant "Subsidiaries”) "). Each Subsidiary has been duly formed or organized and is validly existing and as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its formation or organization, has entity the requisite corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectus, and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect, All of the issued and outstanding capital stock of each of the Subsidiaries that is a corporation has been duly authorized and validly issued, is fully paid and non-assessable, and all of the other equity interests in each other Subsidiary are validly issued and fully paid; except as otherwise disclosed in the Registration Statement Statement, all such shares and interests, as the Prospectuscase may be, the issued and outstanding equity interests of the Significant Subsidiaries have been duly authorized and validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, and are wholly owned by the Company Company, directly or a subsidiary of the Company through Subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock or other equity interests of the Significant Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each of Sxxx Cablesystems Limited, Sxxx Cablesystems GP, Videon CableSystems Inc., MOF Newco 3 Ltd., Shaw Fiberlink Ltd., Canadian Satellite Communications Inc., Star Choice Television Network Incorporated and Star Choice Satellite T.V. Inc. is a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) ); such Subsidiaries are the only “significant subsidiaries” of the Company; and each of such Subsidiaries has been duly formed or organized and is validly existing a valid and subsisting corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement U.S. Prospectus and the Canadian Prospectus and is duly qualified as a foreign or extra-provincial corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement Statement, the U.S. Prospectus and the Canadian Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company indirectly free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) ), if anyincluding without limitation, and Whitestone TRSeach of the Operating Partnerships (each a "Subsidiary" and, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”) "), has been duly formed or organized and is validly existing and as a partnership, corporation or limited liability company ("LLC") in good standing under the laws of the jurisdiction of its formation or organization, has entity partnership, corporate or LLC power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign partnership, corporation or LLC to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests shares of beneficial interest or capital stock, partnership and LLC interests, as the Significant Subsidiaries have case may be, of each such Subsidiary has been duly authorized and validly issued issued, is fully paid and non-assessable and, with respect to the exception shares of beneficial interest or capital stock, partnership and LLC interests owned by the Operating Partnership and any other Significant Subsidiary that is not a corporationCompany or another subsidiary, are, fully paid and nonassessable, and are owned by the Company or a subsidiary of the Company another subsidiary, respectively, in each case free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) ), if any, and Whitestone TRS, Inc. any (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of the in each Significant Subsidiaries Subsidiary ​ ​ have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary through other subsidiaries of the Company Company, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of or other equity interests of the in any Significant Subsidiaries Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySignificant Subsidiary or any other person or entity.

Good Standing of Subsidiaries. Each of Xxxx Cablesystems Limited, Xxxx Cablesystems G.P., Videon Cablesystems Inc., Xxxx Satellite Services Inc. and Star Choice Television Network Incorporated is a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) ); such Subsidiaries are the only “significant subsidiaries” of the Company; and each of such Subsidiaries has been duly amalgamated, incorporated or formed or organized and is validly existing a valid and subsisting corporation or partnership in good standing under the laws of the jurisdiction of its formation incorporation or organizationformation, has entity the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement U.S. Prospectus and the Canadian Prospectus and is duly qualified as a foreign or extra-provincial corporation or partnership to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement U.S. Prospectus and the Canadian Prospectus, all of the issued and outstanding equity interests capital stock, or partnership interests, as applicable, of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company indirectly, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries capital stock, or partnership interests, as applicable, of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-XX under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organizationorganization (to the extent good standing is applicable to such jurisdiction), has entity 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, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is requiredrequired (to the extent good standing is applicable to such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests shares of the Significant Subsidiaries capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-XX under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organizationorganization (to the extent good standing is applicable to such jurisdiction), has entity 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, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is requiredrequired (to the extent good standing is applicable to such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests shares of the Significant Subsidiaries capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.Subsidiary. The only subsidiary of the Company is Principia Biopharma Australia Pty Ltd.

Good Standing of Subsidiaries. Each “Biotechna U.A.B., a Lithuanian close-stock company ("Biotechna"), Gensia Sicor Pharmaceuticals, Inc., a Delaware corporation ("GSP"), Xxxxxx, X.X. de C.V., a Mexican corporation ("Xxxxxx"), and SICOR-Societa Italiana Corticosteroidi S.p.A., an Italian corporation ("SICOR S.p.A."), which represent all of the "significant subsidiary” subsidiaries" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant "Subsidiary” and " and, collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation, or a limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or a foreign limited liability company, as the case may be, to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only Subsidiaries of the Company are the subsidiaries listed on Schedule F hereto.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, the issued and outstanding equity interests all of the Significant Subsidiaries have capital stock of each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Schedule B hereto and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary., do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company [List Subsidiaries] (as such term is defined in Rule 1-02 of Regulation S-X) each a "Subsidiary" and, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity, except those Subsidiaries incorporated in Ohio, of which up to 20% of the common stock of each such Subsidiaries is owned by third parties; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Endurance Specialty Insurance Ltd. (as such term is defined in Rule 1-02 "Endurance Bermuda"), Endurance Reinsurance Corporation of Regulation S-XAmerica ("Endurance U.S.") , if any, and Whitestone TRS, Inc. Endurance Worldwide Insurance Limited ("Endurance U.K.") (each, a “Significant "Designated Subsidiary” " and collectively, the “Significant "Designated Subsidiaries”") has been duly formed incorporated or organized and is validly existing and as a company or corporation in good standing under the laws of the jurisdiction of its formation incorporation or organization, organization and has entity the necessary corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests share capital or capital stock of the Significant Subsidiaries have each such Designated Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were share capital or capital stock of any Designated Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.Designated Subsidiary. Except for

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if anyeach of which is listed on Schedule C hereto, and Whitestone TRSeach additional subsidiary listed on Schedule C hereto (together with the significant subsidiaries, Inc. (eacheach a "Designated Subsidiary" and, a “Significant Subsidiary” and collectively, the “Significant "Designated Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Designated Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessablenon-assessable and, and are except for preferred stock, is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Designated Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.Designated Subsidiary. (viii)

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (including the Operating Partnership) or of the Operating Partnership (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its formation or organizationformation, has entity corporate, partnership or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests of the Significant Subsidiaries have each Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company or a subsidiary of the Company Operating Partnership, as applicable, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding equity interests of the Significant Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Other than the Subsidiaries, neither the Company nor the Operating Partnership has any subsidiary that individually is, or in the aggregate with other non-Subsidiaries would be, a “significant subsidiary.” within the meaning of Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of LLC and the subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) or LLC has been duly formed or organized and is validly existing and as a corporation or limited liability company in good standing under the laws of the jurisdiction of its formation incorporation or organizationformation, has entity corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock or other equity interests interests, as the case may be, of the Significant Subsidiaries have each such subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessablenon assessable and is owned by LLC and at Closing Time will, except as described in the Registration Statement and are Prospectus, be owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or equity interests of the Significant Subsidiaries were any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.. The only subsidiaries of the Company or LLC are listed on Schedule D.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-XX promulgated under the 0000 Xxx) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) ), if any, has been duly formed or organized and is validly existing and as a corporation, limited liability company or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its formation incorporation or organizationformation, as the case may be, has entity corporate, limited liability company or trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation, limited liability company or real estate investment trust, as the case may be, to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests capital shares of the Significant Subsidiaries each Subsidiary have been duly authorized and are validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, areissued, fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests capital shares of the Significant Subsidiaries were any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed incorporated, organized or organized and validly formed, as applicable, is validly existing as a corporation or other business entity and in good standing under the laws of the jurisdiction of its formation incorporation, or organizationother organization or formation, has the corporate or other business entity power and authority to own, own or lease and operate its properties property and to conduct its business as described in each of the Registration Statement Statement, the Prospectus and the Prospectus General Disclosure Package and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not result not, singly or in the aggregate, have a Material Adverse Effect; except . Except as otherwise disclosed described in the Registration Statement and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary of the Significant Subsidiaries Company have been duly and validly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned directly or indirectly by the Company or a subsidiary of the Company Company, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim equity, claims, mortgage, or equity; none pledge. As of December 31, 2021, the only subsidiaries of the outstanding equity interests of Company are the Significant Subsidiaries were issued in violation of subsidiaries listed on Exhibit 21.1 to the preemptive or similar rights of any securityholder of such subsidiary.Company’s most recent Annual Report on 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) , if anyeach of which is listed on Schedule 5.2 hereto, and Whitestone TRSeach additional Subsidiary listed on Schedule 5.2 hereto (together with the significant subsidiaries, Inc. (eacheach a "Designated Subsidiary" and, a “Significant Subsidiary” and collectively, the “Significant "Designated Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Disclosure Documents (as hereinafter defined) and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Designated Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessablenon assessable and, and are except for preferred stock, is owned by the Company Company, directly or a subsidiary through Subsidiaries. All capital stock of each Designated Subsidiary owned by the Company Company, directly or through Subsidiaries, is owned free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Designated Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiaryDesignated Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) each a "Subsidiary" and, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure or failures so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only subsidiaries of the Company are the subsidiaries listed on SCHEDULE A hereto. Except for the shares of capital stock of the Subsidiaries owned by the Company and such Subsidiaries, neither the Company nor the Subsidiaries owns any shares of stock or any other equity securities of any corporation or has any equity interest in any firm, partnership, association or other entity, except as described in the Prospectus.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, each a "Subsidiary" and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, collectively the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation or organization, has entity all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectus, and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. All of the issued and outstanding capital stock of each of the Subsidiaries that is a corporation has been duly authorized and validly issued, is fully paid and non-assessable, and all of the other equity interests in each other Subsidiary are validly issued and fully paid; except as otherwise disclosed in the Registration Statement Statement, all such shares and interests, as the Prospectuscase may be, the issued and outstanding equity interests of the Significant Subsidiaries have been duly authorized and validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, and are wholly owned by the Company Company, directly or a subsidiary of the Company through Subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock or other equity interests of the Significant Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company CSCM (as such term is defined in Rule 1-02 of Regulation S-X) (CSCM and each such "significant subsidiary" a "Subsidiary" and, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation, limited liability company or limited partnership, in good standing under the laws of the jurisdiction of its formation or organization, has entity corporate, limited liability company or other form of organization power and authority to own, lease and operate its properties and to conduct its business as presently conducted as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation, limited liability company or other form of organization to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock, limited liability company interests or other common equity interests of the Significant Subsidiaries each "significant subsidiary" have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessablenon-assessable, where applicable, and are owned by the Company CSCM, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock, limited liability company interests or other common equity interests of the Significant Subsidiaries were any such "significant subsidiary" was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. Immediately following the consummation of the Reorganization, the only subsidiaries of the Company will be the subsidiaries listed on Exhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) Company, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and organized, is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organizationformation, has entity 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, the General Disclosure Package and the Prospectus Prospectus, and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business, except where the failure so to qualify or to be so qualified or in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity capital stock or other ownership interests of the Significant Subsidiaries have each such subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity shares of capital stock or other ownership interests of the Significant Subsidiaries were any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. Other than the entities listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X). For the purposes of this Agreement, “subsidiary” means each direct and indirect subsidiary of the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company as listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity 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, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interests securities of the Significant Subsidiaries have each Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests of the Significant Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.or

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company FSGBank, National Association -------------------------------- (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”"FSGBank") has been duly formed or organized and is validly existing as a bank ------- national association and each other direct or indirect subsidiary of the Company (together with FSGBank, the "Subsidiaries") has been duly organized ------------ and, except for Premier National Services, Inc. ("PNS"), is validly --- existing as a corporation, and each Subsidiary other than PNS is in good standing under the laws of the jurisdiction of its formation or organization, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and any preliminary prospectus and/or the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, . All of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessablenon-assessable, except as otherwise provided in 12 U.S.C. Section 55 with respect to FSGBank, and are is owned by the Company or a subsidiary of the Company directly, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The Company has no direct or indirect subsidiaries other than those set forth on Schedule E. PNS owns no assets and has no operations.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company are the subsidiaries listed on Schedule C hereto. The Company does not have any significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X) ), if any, and Whitestone TRS, Inc. other than Civista Bank (each, a “Significant Subsidiary” and collectively, the “Significant SubsidiariesBank”) ). The Bank has been duly formed or organized chartered and is validly existing and as a state chartered bank in good standing under the laws of the jurisdiction State of its formation or organization, has entity Ohio with power and authority (as a state chartered commercial bank) to own, lease and operate its properties and to conduct its business as described in each of the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity interests shares or units, as the case may be, of each subsidiary of the Significant Subsidiaries have Company has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding equity interests shares or units, as the case may be, of the Significant Subsidiaries were any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Liquidmetal Golf, if anyLiquidmetal Golf (Europe) Limited and Amorphous Technologies International (Asia) PTE Ltd. (each a "Subsidiary" and, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) each a "Subsidiary" and, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure or failures so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement. Except for the shares of capital stock of the Subsidiaries owned by the Company and such Subsidiaries, neither the Company nor the Subsidiaries owns any shares of stock or any other equity securities of any corporation or has any equity interest in any firm, partnership, association or other entity, except as described in the Prospectus and except for those interests which are not required to be described in the Registration Statement.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-XX promulgated under the 0000 Xxx) (each, a "Subsidiary" and, collectively, the "Subsidiaries"), if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Subsidiary has been duly authorized and is validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, areissued, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none , except for such security interests, mortgages, pledges, liens, encumbrances, claims or equities which would not, singly or in the aggregate, result in a Material Adverse Effect. None of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such subsidiarySubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (including the Operating Partnership) or of the Operating Partnership (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its formation or organizationformation, has entity corporate, partnership or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Prospectus and the Prospectus Disclosure Package and is duly qualified as a foreign corporation, partnership or limited liability company to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement Statement, the Prospectus and the ProspectusDisclosure Package, all of the issued and outstanding equity interests of the Significant Subsidiaries have each Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company or a subsidiary of the Company Operating Partnership, as applicable, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding equity interests of the Significant Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Other than the Subsidiaries, neither the Company nor the Operating Partnership has any subsidiary that individually is, or in the aggregate with other non-Subsidiaries would be, a “significant subsidiary.” within the meaning of Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) Company’s subsidiaries has been duly formed or organized and is validly existing and as a corporation, limited liability company, trust company, statutory business trust, limited partnership or bank in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . The activities of each of the Company’s subsidiaries are permitted of subsidiaries of a bank holding company under applicable law and the rules and regulations of the Board of Governors of the Federal Reserve System (the “FRB”) set forth in Title 12 of the Code of Federal Regulations. Except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock or equity interests interests, as the case may be, of the Significant Subsidiaries have each such subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or equity interests of the Significant Subsidiaries were any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule E hereto.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “"Significant Subsidiary” and " and, collectively, the “"Significant Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation or other legal entity in good standing under the laws of the jurisdiction of its formation incorporation or organizationformation, as the case may be, has entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation or other legal entity to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock or other equity interests of the each such Significant Subsidiaries have Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the capital stock of any Significant Subsidiaries were Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySignificant Subsidiary. The only Significant Subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each such “significant subsidiary,” a “Significant Designated Subsidiary” and and, collectively, the “Significant Designated Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so to qualify qualified or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement General Disclosure Package and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Designated Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Designated Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such subsidiaryDesignated Subsidiary. For the avoidance of doubt, the Designated Subsidiaries are: (1) Selective Insurance Company of America and (2) Selective Way Insurance Company.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified to transact its business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement General Disclosure Package and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only subsidiaries of the Company are The Fresh Market of Massachusetts, Inc. and The Fresh Market Gift Company, LLC.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation or organizationorigin, has entity the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectuses and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity capital stock or other ownership interests of the Significant Subsidiaries have each such subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessablenon-assessable and, except for certain non-voting preferred stock of Westland Properties, Inc. which is owned by approximately 120 individuals, and for the Joint Ventures which are owned as described in the Prospectus, is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; except for the stock of CMF, Inc., which is pledged by the Company as security for certain indebtedness relating to department stores which are net leased to the May Department Stores Company (the "May Properties"); none of the outstanding equity shares of capital stock or other ownership interests of any subsidiary of the Significant Subsidiaries were Company was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.

Good Standing of Subsidiaries. The Partnerships, Price Capital Corp., Price GP Corp. and BTS Properties, L.C. constitute all of JP Realty's subsidiaries. Each “significant subsidiary” of Subsidiary (other than the Company Operating Partnership which is covered in paragraph (as such term iii) above) is defined in Rule 1-02 of Regulation S-X) a general or limited partnership or corporation duly organized, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of in the jurisdiction of its formation or organization, has entity with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectus, and is duly registered or qualified to transact conduct its business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason or place where the nature of the ownership or leasing of property its properties or the conduct of businessits business requires such registration or qualification, except where the failure so to register or qualify or to be in good standing would not result in have a Material Adverse Effect; except as otherwise disclosed in all the Registration Statement and the Prospectus, the issued and outstanding equity interests shares of capital stock of each of the Significant Subsidiaries that is a corporation have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, all of the partnership interests in each Subsidiary that is a partnership are validly issued and fully paid; and except as described in the Registration Statement, the Prospectus (and any amendment or supplement thereto), including in any Incorporated Document, and Exhibit A hereto, all of such shares and interests in the Subsidiaries owned by the Operating Partnership and JP Realty are owned by the Company Operating Partnership and JP Realty directly, or a subsidiary indirectly through one of the Company other Subsidiaries, free and clear of any material lien, adverse claim, security interest, mortgage, pledge, lien, equity or other encumbrance, claim or equity; none of the outstanding equity interests of the Significant Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of such subsidiary.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if anyeach of which is listed on Schedule C hereto, and Whitestone TRSeach additional subsidiary listed on Schedule C hereto (together with the significant subsidiaries, Inc. (eacheach a "Designated Subsidiary" and, a “Significant Subsidiary” and collectively, the “Significant "Designated Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Designated Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessablenon-assessable and, and are except for preferred stock, is owned by the Company Company, directly or a subsidiary through subsidiaries. All capital stock of each Designated Subsidiary owned by the Company Company, directly or through subsidiaries, is owned free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Designated Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiaryDesignated Subsidiary.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if anyeach of which is listed on Schedule C hereto, and Whitestone TRSeach additional subsidiary listed on Schedule C hereto (together with the significant subsidiaries, Inc. (eacheach a "Designated Subsidiary" and, a “Significant Subsidiary” and collectively, the “Significant "Designated Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in 4 ______________________________________________________________________________________________________________ which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Designated Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessablenon-assessable and, and are except for preferred stock, is owned by the Company Company, directly or a subsidiary through subsidiaries. All capital stock of each Designated Subsidiary owned by the Company Company, directly or through subsidiaries, is owned free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Designated Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiaryDesignated Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except as disclosed on Schedule I hereto and except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and or the Prospectus, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through another Subsidiary free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights rights, if any, of any securityholder of such subsidiarySubsidiary. The only active Subsidiaries of the Company are listed on Schedule I hereto.

Good Standing of Subsidiaries. Each “subsidiary bank chartered under the laws of any state or the federal laws of the United States that meets the definition of a "significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-XX promulgated under the 1933 Xxx) (xach, a "Significant Bank Subsidiary" and, collectively, the "Significant Bank Subsidiaries"), if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration Statement and the Prospectus, all of the issued and outstanding equity interests capital stock of the each Significant Subsidiaries have Bank Subsidiary has been duly authorized and is validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, areissued, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests shares of the capital stock of any Significant Subsidiaries were Bank Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such subsidiarySignificant Bank Subsidiary.

Good Standing of Subsidiaries. Each The only “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, of the Company are the Operating Partnership and Whitestone TRSPennyMac GP OP, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) ). Each Subsidiary has been duly formed or organized and is validly existing and as a partnership or corporation, respectively, in good standing under the laws of the jurisdiction State of its formation or organizationDelaware, has such entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified as a foreign partnership or corporation, respectively, to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests or capital stock, respectively, of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non assessable (to the extent applicable) and are is owned by the Company Company, directly or through a subsidiary of the Company Subsidiary, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests or shares of the Significant Subsidiaries were capital stock, respectively, of either Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. Except for the equity interests and shares of capital stock, respectively, in the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity.

Good Standing of Subsidiaries. Each “significant subsidiary” Significant Subsidiary (as defined below) of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the its jurisdiction of its formation or organization, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectus; and each Significant Subsidiary is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, the . The shares of issued and outstanding equity interests capital stock of the each Significant Subsidiaries Subsidiary have been duly authorized and validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, and are owned by the Company or a subsidiary of the Company free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equitynon-assessable; none of the issued and outstanding equity interests shares of the capital stock of either Significant Subsidiaries were Subsidiary was issued in violation of the any preemptive or other similar rights of any securityholder of such Significant Subsidiary; and all shares of common stock of each Significant Subsidiary are owned by the Company, free and clear of any security interests and other liens and encumbrances and of any equities, claims and other adverse interests. Nevada Power Company and Sierra Pacific Power Company, each a Nevada corporation (and each a "SIGNIFICANT SUBSIDIARY"), are each a "significant subsidiary" within the meaning of Rule 405 under the 1933 Act, and the Company has no other such significant subsidiary.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation or limited liability company (as applicable) in good standing under the laws of the jurisdiction of its formation or organization, has entity corporate or limited liability company (as applicable) power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectuses and is duly qualified as a foreign corporation or limited liability company (as applicable) to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity capital stock or members' interests (as applicable) of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued issued, and, with in the exception case of the Operating Partnership and any other Significant Subsidiary Subsidiaries that are corporations, is not a corporation, are, fully paid and nonassessablenon-assessable, and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (except for any pledge thereof securing the Revolving Credit Agreement (as defined in the Registration Statement)); none of the outstanding equity shares of capital stock or members' interests (as applicable) of the Significant Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder or member (as applicable) of such subsidiary.such

Good Standing of Subsidiaries. Each “significant subsidiary” "SIGNIFICANT SUBSIDIARY" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a "SUBSIDIARY" and, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”"SUBSIDIARIES") has been duly formed or organized and is validly existing and as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its formation incorporation or organization, as the case may be, has entity the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests of the Significant Subsidiaries each such Subsidiary have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests of the Significant Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only Subsidiaries of the Company are the subsidiaries listed on Schedule B of this Agreement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each such “significant subsidiary” a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation, limited liability company or limited partnership, in good standing under the laws of the jurisdiction of its formation or organization, has entity corporate, limited liability company or other form of organization power and authority to own, lease and operate its properties and to conduct its business as presently conducted as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation, limited liability company or other form of organization to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock, limited liability company interests or other common equity interests of the Significant Subsidiaries each “significant subsidiary” have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessablenon-assessable, where applicable, and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock, limited liability company interests or other common equity interests of the Significant Subsidiaries were any such “significant subsidiary” was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. The only subsidiaries of the Company are the subsidiaries identified in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) SatCon Film Microelectronics, if any, and Whitestone TRS, Inc. (eachInc., a “Significant Delaware corporation, K & D MagMotor Corp., a Delaware corporation, HyComp Acquisition Corp., a Delaware corporation, Ling Electronics, Inc., a California corporation and Ling Electronics, Ltd. (each a "Subsidiary” and " and, collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each such Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through Subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySubsidiary. Other than Beacon Power Corporation, the Company has no subsidiaries other than the 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) each a "Subsidiary" and, if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Offering Memorandum and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusOffering Memorandum, all of the issued and outstanding equity interests capital stock of the Significant Subsidiaries have each Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through Subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of capital stock of the Significant Subsidiaries were was issued in violation of the any preemptive or similar other rights of any securityholder person. The Company has no Subsidiaries that are or would be "significant subsidiaries" of such subsidiarythe Company within the meaning of that term as used in Rule 1-02(w) of Regulation S-X promulgated under the 1933 Act.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (other than the Operating Partnership) (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and and, collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation incorporation or organization, has entity all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and perform its obligations under this Agreement and is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except . Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests of the in each Significant Subsidiaries Subsidiary have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessable, non-assessable and are owned by the Company Company, directly or a subsidiary through other subsidiaries of the Company Company, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the issued and outstanding shares of capital stock of or other equity interests of the in any Significant Subsidiaries Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySignificant Subsidiary or any other person or entity.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company listed on Schedule D hereto (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, each a “"Significant Subsidiary” and " and, collectively, the “"Significant Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its formation or organizationincorporation, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding equity interests capital stock of the each such Significant Subsidiaries have Subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests shares of the capital stock of any Significant Subsidiaries were Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiarySignificant Subsidiary. The Company does not have any active subsidiaries or subsidiaries that own, lease or operate any material properties or that conduct any material business other than the 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) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly organized or formed or organized and is validly existing under the laws of its jurisdiction of organization and is in good standing under the laws of the its jurisdiction of its formation or organization, has entity corporate power and authority to own, lease and operate its properties and to conduct its business as described in which it is engaged or in the Registration Statement Incorporated Documents, except where failure to be in good standing would not reasonably be expected to result in a Material Adverse Effect, or which would not reasonably be expected to materially and adversely affect the Prospectus and properties or assets of the Company or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder. Each “significant subsidiary” of the Company is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement and the ProspectusGeneral Disclosure Package, the issued and outstanding equity interests Prospectus or in the Incorporated Documents, all of the Significant Subsidiaries issued shares of capital stock of each “significant subsidiary” of the Company have been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, are fully paid and nonassessablenon-assessable, and are owned directly or indirectly by the Company or a subsidiary of the Company Company, free and clear of any material security interestall liens, mortgageencumbrances, pledgeequities or claims, lienin each case with such exceptions, encumbranceindividually or in the aggregate, claim or equity; none as would not have a Material Adverse Effect. None of the outstanding equity interests shares of the Significant Subsidiaries were capital stock of any “significant subsidiary” was issued in violation of the preemptive or similar rights of any securityholder of such “significant subsidiary.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) , if any, and Whitestone TRS, Inc. (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly formed or organized and is validly existing and as a corporation, limited liability company or other entity, as the case may be, in good standing (or the local equivalent) under the laws of the jurisdiction of its formation incorporation or organization, as the case may be, has entity corporate, limited liability company or other entity, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business as a foreign entity and is in good standing (or the local equivalent) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing (or the local equivalent) would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interests interests, as the case may be, of the Significant Subsidiaries have each subsidiary has been duly authorized and validly issued andissued, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, non-assessable and are is owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity, except as would not result in a Material Adverse Effect; and none of the outstanding shares of capital stock or other equity interests interests, as the case may be, of any of the Significant Subsidiaries were Company’s subsidiaries was issued in violation of the any preemptive or similar rights of any securityholder of such subsidiary.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-XX promulgated under the 1933 Act) , if any, and Whitestone TRS, Inc. (each, a “Significant "Subsidiary” and " and, collectively, the “Significant "Subsidiaries”") has been duly formed or organized and is validly existing and as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its formation incorporation or organization, as the case maybe, has entity corporate or partnership, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation or partnership, as the case may be, to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration Statement and the ProspectusProspectus or in Schedule A hereto, all of the issued and outstanding equity capital stock of each corporate Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, and all of the partnership interests of the Significant Subsidiaries each partnership Subsidiary have been duly authorized and validly issued and, with the exception of the Operating Partnership and any other Significant Subsidiary that is not a corporation, are, fully paid and nonassessable, and are owned by the Company Company, directly or a subsidiary of the Company through subsidiaries, in each case free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding equity interests shares of capital stock or partnership interests, as the Significant Subsidiaries were case may be, of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such subsidiarySubsidiary. The only Subsidiaries of the Company are listed on Schedule A hereto.