Common use of Good Standing of the Company Clause in Contracts

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, qualification except where the failure to be so qualify qualified or to be in such good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in reasonably be expected to have a material adverse effect on the management, condition (financial or otherwiseother), business, properties, results of operations, business, properties operations or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be in good standing in such other jurisdictions qualified would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be qualified, in good standing in or have such other jurisdictions power or authority would notnot reasonably be expected to result in, individually or in the aggregate, result in a material adverse effect on the business, results of operations or condition (financial or otherwise), results of operations, business, properties or prospects ) of the Company and its subsidiaries subsidiaries, taken as a whole whole, or materially and adversely affect the ability of the Company to perform its obligations under this Agreement (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of DelawareSouth Dakota, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be qualified and in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is an existing and corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) authorizations to own and/or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not reasonably be expected to result in a material adverse effect on the condition (financial or otherwise)condition, results of operations, business, properties operations or prospects business of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify be duly qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in reasonably be expected to have a material adverse effect on the management, condition (financial or otherwiseother), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”); all such jurisdictions of qualification as a foreign corporation are listed on Schedule D hereto.

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Nevada and has corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the General Disclosure PackageProspectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all each other jurisdictions jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness, except where the failure so to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in not have a material adverse effect effect, and would not result in any development which is reasonably likely to have a material adverse effect, on the condition (condition, financial or otherwise), results of operations, business, properties operations or prospects business affairs of the Company and its subsidiaries taken considered as one enterprise, whether or not arising in the ordinary course of business (any such effect or development, a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of DelawareBermuda, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify be duly qualified or to be in good standing in such other jurisdictions as a foreign corporation would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would notnot reasonably be expected to, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would notnot reasonably be expected to have, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), business, properties, prospects or results of operations, business, properties or prospects operations of the Company and its subsidiaries subsidiaries, taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated organized, formed or incorporated, as the case may be, and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify be duly qualified or to be in good standing in such other jurisdictions as a foreign corporation would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated under the laws of the State of Delaware and is existing and in good standing under the laws of the State of Delaware, with the corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and to execute and deliver this Agreement; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Company Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a real estate investment trust of unlimited duration with transferable shares of beneficial interest in good standing under the laws of the State of DelawareMaryland, with full power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the General Disclosure Package; Package and to enter into this Agreement and to consummate the transactions contemplated hereby. The Company is duly qualified to do transact business as a foreign corporation and is in good standing in all other jurisdictions each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not result in a material adverse effect on change in the condition (condition, financial or otherwise), or the results of operations, business, properties or prospects of the Company and its subsidiaries taken considered as one enterprise, whether or not arising in the ordinary course of business (a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and or other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would notnot result, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries subsidiaries, taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the any such failure to be so qualify duly qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries subsidiaries, taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or qualified would not reasonably be expected to be in good standing in such other jurisdictions would nothave, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackageTime of Sale Information and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, qualification except where the failure to be so qualify qualified or to be in such good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Registration Statement, the Pricing Disclosure PackagePackage and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be qualified in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Offering Memorandum; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated organized as a Maryland real estate investment trust and is existing and in good standing under the laws of the State of DelawareMaryland, with real estate investment trust power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and to execute and deliver this Agreement; and the Company is duly qualified to do business as a foreign corporation organization in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Company Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackageRegistration Statement and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries subsidiaries, taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and assets, conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified or licensed to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, qualification except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions licensed would not, individually or in the aggregate, result in a material adverse effect on the management, condition (financial or otherwise), results of operations, business, properties or business prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with full power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries subsidiaries, taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing with respect to the filing of all required annual returns under the laws of the State of DelawareYukon Territory, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except for any jurisdiction where the failure to be so qualify or to be in good standing in such other jurisdictions qualified would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwiseother), results of operations, business, properties properties, prospects or prospects results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Maryland and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the General Disclosure PackageProspectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all each other jurisdictions jurisdiction in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not result in a material adverse effect on the condition (financial or otherwise), business, earnings, properties, assets, results of operations, business, properties operations or prospects of the Company and its subsidiaries subsidiaries, taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing as a corporation and in good standing under the laws of the State of Delaware, with requisite power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the any such failure to be so qualify duly qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated under the laws of the state of Delaware and is existing and in good standing under the laws of the State of Delaware, with the corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackageRegistration Statement and the Prospectus and to execute and deliver this Agreement; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Company Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own and/or or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be in good standing in such other jurisdictions qualified would not, individually or in the aggregate, result in not have a material adverse effect on on, or result in a development that could reasonably be expected to have a material adverse effect on, the condition (financial or otherwise), results of operationsproperties, business, properties earnings or prospects of the Company and its subsidiaries the Subsidiaries taken as a whole whole, whether or not arising from transactions in the ordinary course of business (collectively, a “Material Adverse Effect”).

Good Standing of the Company. (x) The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and (y) the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except in the case of clause (y) where the failure to be so qualify or to be in good standing in such other jurisdictions qualified would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwiseother), results of operations, business, properties properties, prospects or prospects results of operations of the Company and its subsidiaries taken as a whole (“"Material Adverse Effect”").

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify be duly qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in reasonably be expected to have a material adverse effect on the management, condition (financial or otherwiseother), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”); all such jurisdictions are listed on Schedule D hereto.

Good Standing of the Company. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with the corporate power and authority (corporate and other) to own and/or or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be in good standing in such other jurisdictions qualified would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would notnot result, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing as a foreign corporation in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of DelawareSwitzerland, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackageRegistration Statement and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, qualification except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of DelawareSouth Dakota, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be qualified and in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in not have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity (as set forth on the Company’s most recent balance sheet included in the Exchange Act Reports) or results of operations, business, properties or prospects operations of the Company and its subsidiaries taken as a whole whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of DelawareOhio, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except for any such jurisdiction where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise)condition, results of operations, business, properties or prospects of the Company and its subsidiaries Subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be qualified in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated organized as a limited liability company and is existing and in good standing under the laws of the State of Delaware, with limited liability company power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and to execute and deliver this Agreement; and the Company is duly qualified to do business as a foreign corporation limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Company Material Adverse Effect”).

Good Standing of the Company. The Company has and each of its subsidiaries have been duly incorporated organized and is are validly existing and in good standing under the laws of the State their respective jurisdictions of Delawareorganization, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is are duly qualified to do business as a foreign corporation and are in good standing in all other jurisdictions each jurisdiction in which its their respective ownership or lease of property or the conduct of its business their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualify or to qualified, be in good standing in or have such other jurisdictions power or authority would not, individually or in the aggregate, result in have a material adverse effect on the condition (business, properties, assets, management, financial or otherwise)position, results of operations, business, properties operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Pricing Disclosure PackagePackage and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and or other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would notresult, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries subsidiaries, taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries subsidiaries, taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. (x) The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Time of Sale Disclosure Package; and (y) the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except in the case of clause (y) where the failure to be so qualify or to be in good standing in such other jurisdictions qualified would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwiseother), results of operations, business, properties properties, or prospects results of operations of the Company and its subsidiaries taken as a whole (“"Material Adverse Effect”").

Good Standing of the Company. The Company has been duly incorporated under the laws of the State of Delaware and is existing and in good standing under the laws of the State of Delaware, with the corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and to execute and deliver this Agreement and the Certificate of Designations; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Company Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State state of Delaware, Delaware with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would notstanding, individually or in the aggregate, would not have a material adverse effect and would not result in a prospective material adverse effect on the condition (financial or otherwise)condition, results of operations, business, business or properties or prospects of the Company and its subsidiaries subsidiaries, taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is an existing and corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation and in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except for such jurisdictions where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), business, properties, results of operations, business, properties operations or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. (A) The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and (B) the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except except, in the case of this clause (B), where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually directly or in the aggregateindirectly, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of DelawareOhio, with corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of DelawareMaryland, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with full power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackageRegistration Statement and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries subsidiaries, taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be in good standing in such other jurisdictions qualified would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries the Subsidiaries, taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of DelawareMaryland, with power and authority (corporate and other) to own and/or lease or lease, as the case may be, its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to have such qualification would not reasonably be in good standing in such other jurisdictions would notexpected to, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, business or properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own and/or or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Offering Circular; and the Company is duly qualified to do business as a foreign corporation and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is an existing and corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business in all material respects as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions does not have and would notnot reasonably be expected to have, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries Subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is a validly existing and corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify be duly qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in have a material adverse effect on the management, condition (financial or otherwiseother), business, properties, results of operations, business, properties operations or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”); all such jurisdictions are listed on Schedule F hereto.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with all necessary power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be qualified and in good standing in such other jurisdictions would notcould not reasonably be expected to have, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated organized as a limited liability company and is existing and in good standing under the laws of the State of Delaware, with the limited liability company power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and to execute and deliver this Agreement; and the Company is duly qualified to do business as a foreign corporation limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Company Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, business or properties or prospects of the Company and its subsidiaries Subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in any such other jurisdictions jurisidiction would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwiseother), results of operations, business, properties properties, prospects or prospects results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify be duly qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in reasonably be expected to have a material adverse effect on the management, condition (financial or otherwiseother), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”); all such jurisdictions are listed on Schedule C hereto.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualify qualified or to be in good standing in such other jurisdictions would notnot materially and adversely affect the Company or its businesses, individually or in the aggregateproperties, result in a material adverse effect on the condition business prospects, conditions (financial or otherwise), other) or results of operations, business, properties or prospects of the Company and its subsidiaries taken operations (such effect is referred to herein as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated incorporated, and is existing and in good standing under the laws of the State state of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operationscondition, business, properties or prospects results of operations of the Company and its subsidiaries subsidiaries, taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Offering Circular; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would notnot reasonably be expected to have, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), business, properties, prospects or results of operations, business, properties or prospects operations of the Company and its subsidiaries subsidiaries, taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in any such other jurisdictions jurisdiction would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify be qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is a corporation validly existing and in good standing under the laws of the State its jurisdiction of Delaware, incorporation with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be in good standing in such other jurisdictions qualified would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is an existing and corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) authorizations to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not reasonably be expected to result in a material adverse effect on the condition (financial or otherwise)condition, results of operations, business, properties operations or prospects business of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be in good standing in such other jurisdictions would notqualified, individually or in the aggregate, would not and would not reasonably be expected to (1) result in a material adverse effect on the properties, business, results of operations, condition (financial or otherwise), results of operations, business, properties ) or prospects affairs of the Company and its subsidiaries subsidiaries, taken as a whole whole, or (2) materially and adversely affect the ability of the Company to perform its obligations under this Agreement (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify duly qualified or to be in good standing in such other jurisdictions as a foreign corporation would not, individually individually, or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results result of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole whole, whether or not arising from transactions in the ordinary course of business (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be in good standing in such other jurisdictions qualified would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries the Subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of DelawareNew York, with corporate power and authority (corporate and other) to own and/or or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, business or properties or prospects of the Company and its subsidiaries Subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualify qualified or to be in good standing in such other jurisdictions would notnot materially and adversely affect the Company or its businesses, individually or in the aggregateproperties, result in a material adverse effect on the condition conditions (financial or otherwise), other) or results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (such effect is referred to herein as a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of Panama (to the State of Delawareextent that good standing is applicable under Panamanian law), with power and authority (corporate and other) to own and/or or lease its properties and conduct its business as described in the General Disclosure Package; , and the Company is duly qualified to do business as a foreign corporation in good standing in all each other jurisdictions jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in or have such other jurisdictions power or authority would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, business properties or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement or in connection with the offer and sale of the Offered Securities (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of DelawarePuerto Rico, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Xxxxx Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions or to be so qualified would not, individually or in the aggregate, result in reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, business or properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing as a corporation and in good standing under the laws of the State of Delaware, with the requisite power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the any such failure to be so qualify duly qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries subsidiaries, taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State state of Delaware, Delaware with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions does not have and would notnot reasonably be expected to have, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise)condition, results of operations, business, business or properties or prospects of the Company and its subsidiaries subsidiaries, taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in each of the General Disclosure Package; Offering Memorandums and to enter into and perform its obligations under the Operative Documents. The Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all each other jurisdictions jurisdiction in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions licensed would not, individually or in the aggregate, result in not have a material adverse effect on the condition (financial or otherwise), business, earnings, properties, assets, results of operations, business, properties operations or prospects of the Company and its subsidiaries Subsidiaries (as defined below) taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and assets and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified or licensed to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, qualification except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions licensed would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, business or properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with the corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackageRegistration Statement and the Prospectus and to execute and deliver this Agreement; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Company Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, qualification except where the failure to be so qualify or to be qualified in good standing in such other jurisdictions would not, individually or in the aggregate, aggregate result in a material adverse effect effort on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackageRegistration Statement and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, qualification except where the failure to be so qualify or to be qualified in good standing in such other jurisdictions would not, individually or in the aggregate, result in have a material adverse effect or would reasonably be expected to have a material adverse effect on or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations, business, properties or prospects operations of the Company and its subsidiaries taken as a whole whole, or prevent or materially interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated organized as a limited liability company and is existing and in good standing under the laws of the State of Delaware, with the limited liability company power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackageRegistration Statement and the Prospectus and to execute and deliver this Agreement; and the Company is duly qualified to do business as a foreign corporation limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Company Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or to be in good standing in such other jurisdictions qualified would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company Company, the Subsidiaries and Dearborn and its subsidiaries subsidiaries, pro forma for the Dearborn Acquisition, taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State state of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operationscondition, business, properties or prospects results of operations of the Company and its subsidiaries subsidiaries, taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own and/or or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, business or properties or prospects of the Company and its subsidiaries Subsidiaries taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Offering Circular; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, Delaware with corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the General Disclosure PackageProspectus and to enter into and perform its obligations under this Agreement and the Indenture; and the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all other jurisdictions each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in not have a material adverse effect on the condition (condition, financial or otherwise), results of operationsor the earnings, business, properties business affairs or business prospects of the Company and its subsidiaries taken considered as a whole (“Material Adverse Effect”)one enterprise.

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and to issue, sell and deliver the Offered Securities and the Issuable Common Stock as contemplated in the Securities Documents; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole or as would not materially and adversely affect consummation of the transactions contemplated hereby (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated organized and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Delaware and has corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its business as described in the General Disclosure PackageProspectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all other jurisdictions each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness, except where the failure so to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in not have a material adverse effect on the business, condition (financial or otherwise), ) or results of operations, business, properties or prospects operations of the Company and its subsidiaries taken considered as one enterprise, whether or not arising in the ordinary course of business (any such change or development, a whole (“"Material Adverse Effect”").

Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify or qualified would not reasonably be expected to be in good standing in such other jurisdictions would nothave, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise)condition, results of operations, business, business or properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is existing and in good standing under the laws of the State of DelawareOhio, with corporate power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where to the extent that the failure to be so qualify qualified or to be in good standing in such other jurisdictions would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is validly existing and as a corporation in good standing under the laws of the State of Delaware, with Maryland and has the corporate power and authority (corporate to own, lease and other) to own and/or lease operate its properties and to conduct its ​ business as described in the General Disclosure PackageProspectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified to do business as a foreign corporation to transact business and is in good standing in all each other jurisdictions jurisdiction in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or to be in good standing in such other jurisdictions would not, individually or in the aggregate, not result in a material adverse effect on the condition (financial or otherwise), business, earnings, properties, assets, results of operations, business, properties operations or prospects of the Company and its subsidiaries subsidiaries, taken as a whole (a “Material Adverse Effect”).

Good Standing of the Company. The Company has been duly incorporated and is an existing and corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own and/or lease its properties and conduct its business as described in the General Disclosure PackagePackage and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualify qualified or to be in good standing in such other jurisdictions would notnot reasonably be expected to have, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).