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) (each a “Subsidiary” and, collectively the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 20182022.

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, collectively the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 20182020.

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, collectively the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 20182016.

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, collectively the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 20182019.

Good Standing of Subsidiaries. Each subsidiary of the Company that is a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) X promulgated under the 1933 Act (each each, a “Significant Subsidiary” and, collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed stated in the Registration Statement Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary “Significant Subsidiary” has been duly authorized and is validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary “Significant Subsidiary” was issued in violation of the preemptive or other similar rights of any securityholder of such “Significant Subsidiary. Except as listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018”.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 20182017.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-XX of the Securities Act) (after giving effect to the Formation Transactions) (each a “Subsidiary” and, collectively collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock or other ownership equity interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or 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 ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, The only Subsidiaries of the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than are the entities subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018Registration Statement.

Good Standing of Subsidiaries. Each subsidiary of the Company which is a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) X under the 1933 Act (each a “Subsidiary” and, collectively collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 capital stock or other ownership interests of each Subsidiary has been duly authorized and validly issued, issued and is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and none of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. Except as listed on Exhibit D hereto, The only subsidiaries of the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than are (A) the entities subsidiaries listed on in Exhibit 21 to the Company’s Annual Report on Form 10-K for of the year ended December 31Company filed with the Commission under Section 13 of the 1934 Act and (B) certain other subsidiaries which, 2018considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the 0000 Xxx.

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, and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organizationexistence, has corporate or similar partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Time of Sale Prospectus and the Prospectus, all of the issued and outstanding capital stock or other ownership partnership interests of each Subsidiary has have been duly authorized and validly issuedissued or created, is (as applicable) are fully paid and non non-assessable and is except as described in Schedule D are owned by the Company, directly or through subsidiariesthe Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other ownership partnership interests of any Subsidiary the Subsidiaries was issued in violation of the any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any securityholder Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of such Subsidiary. Except as the Subsidiaries of the Company are listed on Exhibit Schedule D attached hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Good Standing of Subsidiaries. Each The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) (each a “Subsidiary” and, collectively X are the “Subsidiaries”) Subsidiaries listed on Exhibit 21 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or organization, organized and has corporate or similar the 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 or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, and is in good standing in each the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing register would not result in a Material Adverse Effect. Except All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, and, except as otherwise disclosed set forth in each of the Registration Statement and the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the issued and outstanding capital stock or other ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non assessable and is Subsidiaries are owned by the CompanyCompany or the Operating Partnership, as applicable, either directly or through subsidiaries, wholly-owned Subsidiaries free and clear of any perfected security interestinterest or any other security interests, mortgageclaims, pledge, lien, encumbrance, claim liens or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018encumbrances.

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, collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Statement, the General Disclosure Package or the Prospectus and is duly qualified as a foreign corporation or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, membership interests or other ownership similar interests of each Subsidiary has such subsidiary that is a limited liability company have been duly authorized and validly issued, is (as applicable) are fully paid and non non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien. None The only subsidiaries of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of Company are the preemptive or similar rights of any securityholder of such Subsidiary. Except as subsidiaries listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that B hereto and Exhibit B hereto accurately sets forth whether each such subsidiary is a Subsidiary other than corporation or limited liability company and the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018jurisdiction of organization of each 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) (each a “Subsidiary” and, collectively the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 20182014.

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Disclosure Package and the Final Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in 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 so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other ownership of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each Subsidiary has such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, is (as applicable) are fully paid and non (except in the case of general partnership interests) non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None Lien; and none of the outstanding shares of capital stock stock, partnership interests or limited liability company interests, membership interests or other ownership similar interests of any Subsidiary such subsidiary was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own subsidiary or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018person.

Good Standing of Subsidiaries. Each “significant subsidiary” of the subsidiaries of the Company listed on Schedule IV hereto (as such term is defined in Rule 1-02 of Regulation S-X) (each each, a “Subsidiary” and, collectively collectively, the “Subsidiaries”) has been duly organized and is validly existing and in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 capital stock (or other ownership interests interests) of each Subsidiary has been duly authorized and validly issued, is (as applicable) are fully paid and non non-assessable and is are owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock (or other ownership interests interests) of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. Except as listed on Exhibit D hereto, The only Subsidiaries of the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than are the entities subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018Schedule IV hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the subsidiaries of the Company listed on Schedule V hereto (as such term is defined in Rule 1-02 of Regulation S-X) (each each, a “Subsidiary” and, collectively collectively, the “Subsidiaries”) has been duly organized and is validly existing and in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 capital stock (or other ownership interests interests) of each Subsidiary has been duly authorized and validly issued, is (as applicable) are fully paid and non non-assessable (except in the case of any foreign subsidiary or for directors’ qualifying shares) and is are owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock (or other ownership interests interests) of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as The only Subsidiaries of the Company are the subsidiaries listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182012.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company Operating Partnership (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Significant Subsidiary” " and, collectively collectively, the “"Significant Subsidiaries”") has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would could not be reasonably expected to result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock stock, limited liability company interest or other ownership interests partnership interest, as the case may be, of each such Significant Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the CompanyOperating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the ; no outstanding shares of capital stock stock, limited liability company interest or other ownership interests partnership interest of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. Except as listed on Exhibit D heretoEach subsidiary of the Operating Partnership, the Company does not own or control, directly or indirectly, any corporation, association or other entity that which is a Subsidiary other than "significant subsidiary" within the entities listed on Exhibit 21 to meaning of Rule 1-02(w) of Regulation S-X, is disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (is a corporation, limited liability company or partnership, as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” andthe case may be, collectively the “Subsidiaries”) has been duly organized and is organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate corporate, limited liability company or similar partnership, as the case may be, power and authority to own, lease and operate its assets and properties and to conduct its business as described in the Registration Statement Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests interests, as the case may be, of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other ownership interests interests, as the case may be, of any Subsidiary the subsidiaries was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. Except as listed on Exhibit D hereto, the The Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities subsidiaries listed on in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182010.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiaries is defined identified in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively the “Subsidiaries”) Schedule D to this Agreement. Each Subsidiary has been duly organized formed and is validly existing as a business entity in good standing under the laws of the jurisdiction of its incorporation or organization, formation has corporate or similar 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 Statements, Preliminary Prospectus, Prospectus or Time of Sale Prospectus, and is duly qualified as a foreign business entity (corporate or otherwise) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so 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 Prospectus, all All of the issued and outstanding capital stock or other ownership equity interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) and are fully paid and non assessable and is non-assessable; except as otherwise disclosed in the Registration Statements, Preliminary Prospectus, Prospectus or Time of Sale Prospectus, all such equity interests are wholly owned by the Company, directly or through subsidiariesits Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares of capital stock or other ownership equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Good Standing of Subsidiaries. The Company's only subsidiaries are Gxxxx Capital Master Funding LLC, Gxxxx Capital BDC 2010-1 Holdings LLC, Gxxxx Capital BDC 2010-1 LLC, GC SBIC IV-GP, Inc., GC SBIC IV-GP, LLC, GC SBIC IV, L.P., Gxxxx Capital BDC Holdings LLC and Gxxxx Capital BDC Funding LLC. Each “significant subsidiary” of the subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively the “Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 shares of capital stock or other ownership equity interests of each Subsidiary has subsidiary of the Company have been duly authorized and validly issued, is (as applicable) are fully paid and non non-assessable and is are owned directly or indirectly by the Company, directly or through subsidiaries, Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None Lien; and none of the outstanding shares of capital stock or other ownership equity interests of any Subsidiary each subsidiary of the Company was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own subsidiary or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018person.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each each, a “Subsidiary” and, collectively collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus Final Offering Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the ProspectusFinal Offering Memorandum, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non assessable non‑assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the The Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities subsidiaries listed on in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182017.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company DiCE Molecules SV, Inc. and DiCE Alpha, Inc. (as such term is defined in Rule 1-02 of Regulation S-X) (each each, a “Subsidiary” and, collectively collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to 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 ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, The only subsidiaries of the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than are the entities subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018Registration Statement.

Good Standing of Subsidiaries. The Company's only subsidiaries are Xxxxx Capital Master Funding LLC, Xxxxx Capital BDC 2010-1 Holdings LLC, Xxxxx Capital BDC 2010-1 LLC, GC SBIC IV-GP, Inc., GC SBIC IV-GP, LLC, GC SBIC IV, L.P., GC SBIC V-GP, LLC, GC SBIC V, L.P., Xxxxx Capital BDC Holdings LLC and Xxxxx Capital BDC Funding LLC. Each “significant subsidiary” of the subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively the “Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 shares of capital stock or other ownership equity interests of each Subsidiary has subsidiary of the Company have been duly authorized and validly issued, is (as applicable) are fully paid and non non-assessable and is are owned directly or indirectly by the Company, directly or through subsidiaries, Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None Lien; and none of the outstanding shares of capital stock or other ownership equity interests of any Subsidiary each subsidiary of the Company was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own subsidiary or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018person.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each each, a “Subsidiary” and, collectively the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result not, individually or in the aggregate, reasonably be expected to have 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 ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit Schedule D hereto, and (B) certain other subsidiaries which, considered in the Company does aggregate as a single subsidiary, do not own or control, directly or indirectly, any corporation, association or other entity that is constitute a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10“significant subsidiary” as defined in Rule 1-K for the year ended December 31, 2018.02 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) (each each, a “Subsidiary” and, collectively collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus Final Offering Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be 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 ProspectusFinal Offering Memorandum, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the The Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities subsidiaries listed on in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182013.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined identified in Rule 1-02 of Regulation S-X) Exhibit B to this Agreement (each a “"Subsidiary” and, " and collectively the “"Subsidiaries”) "). Each Subsidiary has been duly organized and is validly existing 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 incorporation or organization, has corporate or similar 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 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 so 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 All of the issued and outstanding capital stock or other ownership interests of each Subsidiary of the Subsidiaries that is a corporation has been duly authorized and validly issued, is (as applicable) fully paid and non assessable non-assessable, and is all of the partnership and other equity interests in each other Subsidiary are validly issued and fully paid; except as otherwise disclosed in the Registration Statement, all such shares and interests, as the case may be, are wholly owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares of capital stock or partnership or other ownership equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (is a corporation, limited liability company or partnership, as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” andthe case may be, collectively the “Subsidiaries”) has been duly organized and is organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate corporate, limited liability company or similar partnership, as the case may be, power and authority to own, lease and operate its assets and properties and to conduct its business as described in the Registration Statement Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests interests, as the case may be, of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other ownership interests interests, as the case may be, of any Subsidiary the subsidiaries was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. Except as listed on Exhibit D hereto, the The Company does not own a majority equity interest in or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities subsidiaries listed on in Exhibit 21 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182021.

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, collectively the “Subsidiaries”) has been duly organized and organized, is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Preliminary Offering Memorandum, the Pricing Disclosure Package and the Prospectus Final Offering Memorandum and to enter into and perform its obligations under each of this Agreement, the Indenture and the Guarantees, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business, except where the failure to be so qualify qualified or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding capital stock or other ownership interests of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. Except as listed on Exhibit D hereto, the The Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the entities listed on Exhibit 21 to Schedule V hereto. For the purposes of this Agreement, “subsidiary” means each direct and indirect subsidiary of the Company’s Annual Report on Form 10-K for , including, without limitation, the year ended December 31, 2018Operating Partnership.

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in 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 so 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 capital stock or other ownership of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each Subsidiary has such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, is (as applicable) are fully paid and non (except in the case of general partnership interests) non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None Lien; and none of the outstanding shares of capital stock stock, partnership interests or limited liability company interests, membership interests or other ownership similar interests of any Subsidiary such subsidiary was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own subsidiary or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018person.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (is a corporation, limited liability company or partnership, as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” andthe case may be, collectively the “Subsidiaries”) has been duly organized and is organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate corporate, limited liability company or similar partnership, as the case may be, power and authority to own, lease and operate its assets and properties and to conduct its business as described in the Registration Statement Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests interests, as the case may be, of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other ownership interests interests, as the case may be, of any Subsidiary the subsidiaries was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. Except as listed on Exhibit D hereto, the The Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities subsidiaries listed on in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182009.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company identified on listed on Exhibit 21 to the Company’s Annual Report on Form 10-K (as such term is defined in Rule 1-02 of Regulation S-X) (each each, a “Subsidiarysubsidiary” and, collectively collectively, the “Subsidiariessubsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not 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 capital stock or other ownership interests of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. Except as listed on Exhibit D hereto, The only subsidiaries of the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than are (a) the entities subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for incorporated by reference into the year ended December 31Registration Statement and (b) certain other subsidiaries which, 2018.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) (each each, a “Subsidiary” and, collectively collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus Final Offering Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the ProspectusFinal Offering Memorandum, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the The Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities subsidiaries listed on in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182014.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each each, a “"Subsidiary” " and, collectively collectively, the “"Subsidiaries”") has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus Final Offering Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the ProspectusFinal Offering Memorandum, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non assessable non‑assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as The only Subsidiaries of the Company are the subsidiaries listed on Exhibit Schedule D hereto, hereto and the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018Schedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” andincluding, collectively without limitation, the “Subsidiaries”Operating Partnership) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, has corporate 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 qualify or to be in good standing would not not, singly or in the aggregate, 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 ownership interests in each subsidiary of each Subsidiary has the Company (including, without limitation, all of the issued and outstanding OP Units) have been duly authorized and validly issued, is (as applicable) are fully paid and non assessable non-assessable, were issued in accordance with all applicable securities laws and is are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares of capital stock or other ownership interests in any subsidiary of any Subsidiary was the Company were issued in violation of the any options, warrants, preemptive or similar rights, resale rights, rights of any securityholder first offer or refusal or other similar rights. The only subsidiaries of such Subsidiary. Except as the Company are (A) the subsidiaries of the Company listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 21.1 to the Company’s Annual Report on Form 10Registration 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-K for 02 of Regulation S-X under the year ended December 31, 20180000 Xxx.

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, collectively collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in reasonably be expected to have 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 capital stock or other ownership equity interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other ownership equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, The only subsidiaries of the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than are the entities subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (is a corporation, limited liability company or partnership, as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” andthe case may be, collectively the “Subsidiaries”) has been duly organized and is organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate corporate, limited liability company or similar partnership, as the case may be, power and authority to own, lease and operate its assets and properties and to conduct its business as described in the Registration Statement Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests interests, as the case may be, of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other ownership interests interests, as the case may be, of any Subsidiary the subsidiaries was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. Except as listed on Exhibit D hereto, the The Company does not own a majority equity interest in or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities subsidiaries listed on in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182014.

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, and collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organizationexistence, has corporate or similar partnership 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 or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so 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 capital stock or other ownership partnership interests of each Subsidiary has have been duly authorized and validly issuedissued or created, is (as applicable) are fully paid and non non-assessable and is except as described in Schedule D are owned by the Company, directly or through subsidiariesthe Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity except for pledges of such capital stock and partnership interests that were granted under the Amended and Restated Credit Agreement; none of the outstanding shares of capital stock or other ownership partnership interests of any Subsidiary the Subsidiaries was issued in violation of the any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any securityholder Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of such Subsidiary. Except as the Subsidiaries of the Company are listed on Exhibit Schedule D attached hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Good Standing of Subsidiaries. Each “of Wessex, Wessex Water Services Ltd, SC Technology AG, Azurix Europe Ltd, Philxx Utilities Management Corporation, CDM Philxx, Xxc. and each of any other subsidiaries of the Company that constitutes a "significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively collectively, the “"Subsidiaries”") has been duly organized incorporated and is validly existing as a corporation, limited company or other business entity, as the case may be, in good standing standing, where applicable, under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectuses and is duly qualified as a foreign corporation, limited company or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so 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 ProspectusStatement, all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Except as listed on Exhibit D hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for Registration Statement lists all the year ended December 31, 2018subsidiaries of the Company required to be so listed.

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, collectively the “Subsidiaries”) has been duly organized and organized, is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Preliminary Offering Memorandum, the Pricing Disclosure Package and the Prospectus Final Offering Memorandum and to enter into and perform its obligations under each of this Agreement, the Indenture and the Guarantees, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business, except where the failure to be so qualify qualified or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding capital stock or other ownership interests of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. Except as listed on Exhibit D hereto, the The Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the entities listed on Exhibit 21 to Schedule IV. For the purposes of this Agreement, “subsidiary” means each direct and indirect subsidiary of the Company’s Annual Report on Form 10-K for , including, without limitation, the year ended December 31, 2018Operating Partnership.

Good Standing of Subsidiaries. Each The only “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively of the “Subsidiaries”) Company is the Operating Partnership. The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction state of its incorporation or organizationDelaware, has corporate or similar partnership 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 partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so 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 or other ownership equity interests of each Subsidiary has the Operating Partnership have been duly authorized and validly issued, is (as applicable) are fully paid and non non-assessable and is are owned by the Company, directly or through subsidiaries, Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other ownership equity interests of any Subsidiary was the Operating Partnership were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarythe Operating Partnership. Except as listed on Exhibit D heretofor the equity interests of the Operating Partnership, the Company does not own or controlown, directly or indirectly, any corporationshares 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 that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018entity.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 or of Regulation S-X) Finance Corp. (each a “"Subsidiary” and, " and collectively the “"Subsidiaries”") has been duly organized or formed and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or organizationexistence, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Offering Memorandum and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so 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 ProspectusOffering Memorandum, all of the issued and outstanding capital stock or membership interests (or other ownership interests equity interests) of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non non-assessable and is -6- 13 owned by the CompanyCompany or Finance Corp., directly or through subsidiariesthe Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or membership interests (or other ownership interests equity interests) of any Subsidiary the Subsidiaries was issued in violation of the any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any securityholder Subsidiary or under any agreement to which any of such Subsidiarythe Issuers or any Subsidiary is a party. Except as All of the Subsidiaries of the Company are listed on Exhibit D Schedule B attached hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.