Common use of Incorporation and Good Standing of the Company and its Subsidiaries Clause in Contracts

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law of its jurisdiction of incorporation with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and incorporated, is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full incorporation, has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under each of this Agreement, the Securities, and the Indenture. Each significant subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business in all material respects as described in the Disclosure Package and the Prospectus, . Each of the Company and each significant subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, have a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, or operations of the Company and its subsidiaries, subsidiaries taken as a whole, and has full power and authority to execute and perform the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets Securities or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to Indenture (a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each significant subsidiary of the Company’s subsidiaries Company have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. For purposes of this Agreement, the term “significant subsidiary” shall have the meaning set forth in Rule 405 under the Securities Act.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and, except as would not reasonably be expected to result in a Material Adverse Change, its subsidiaries and the Guarantor has been duly incorporated or formed, as applicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and, in the case of the Company and the ProspectusGuarantor, as applicable, to enter into and perform its obligations under each of the Transaction Documents. Each of the Company, its subsidiaries and the Guarantor is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other ownership interest of each subsidiary of the Company’s subsidiaries have Guarantor has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held is owned by the Company are owned beneficially by the Company Guarantor, directly or through its subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim, except as disclosed in the Prospectus. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit A hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, limited partnership or limited liability company, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has power and authority as a corporation, limited partnership or limited liability company, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Operating Partnership, to enter into and perform its obligations under the Sales Agreements and any Terms Agreements. Each of the Company and its subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each subsidiary of the Company’s subsidiaries Company that is a corporation, all of the issued and outstanding limited and general partnership interests of each subsidiary of the Company that is a limited partnership and all of the issued and outstanding limited liability company interests (or other similar interests) of each subsidiary of the Company that is a limited liability company have been duly authorized and validly issued, are fully paid and (except for general partnership and limited liability company membership interests) nonassessable and, except as otherwise set forth may be described in the Pricing Disclosure Package and the Prospectus (including the equity interests in following sentence, are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interests, liens, encumbrances, equities or claimsLien (as defined in Section 1(kk) below). Without limiting the generality of the foregoing the Company is the sole general partner of the Operating Partnership and owns at least a majority of the of common units of limited partnership interest of the Operating Partnership (the “Common Units”).

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, limited partnership or limited liability company, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has power and authority as a corporation, limited partnership or limited liability company, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Operating Partnership, to enter into and perform its obligations under the applicable Transaction Documents. Each of the Company and its subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each subsidiary of the Company’s subsidiaries Company that is a corporation, all of the issued and outstanding limited and general partnership interests of each subsidiary of the Company that is a limited partnership and all of the issued and outstanding limited liability company interests (or other similar interests) of each subsidiary of the Company that is a limited liability company have been duly authorized and validly issued, are fully paid and (except for general partnership and limited liability company membership interests) nonassessable and, except as otherwise set forth in to the Pricing Disclosure Package and the Prospectus (including the equity extent such shares or interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), directly or through subsidiaries, such shares held by the Company and interests are owned beneficially by the Company free and clear of any security interestsLien (as defined herein). Without limiting the generality of the foregoing (i) as of the date of this Agreement, liensthe Company is, encumbrancesand, equities or claimsas of the Closing Date, the Company will be, the sole general partner (the “General Partner”) of the Operating Partnership, and as of the date of this Agreement, the Company does, and, as of the Closing Date, the Company will own at least a majority of the common units of limited partnership interest of the Operating Partnership (the “Common Units”).

Incorporation and Good Standing of the Company and its Subsidiaries. The (i) Each of the Company and its subsidiaries has been duly incorporated formed or organized and is validly existing as a corporation and in good standing under the law laws of the jurisdiction of its jurisdiction formation or organization, except with respect to any subsidiaries as would not have a Material Adverse Effect (defined below), and (ii) the Company and each of incorporation with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, subsidiaries is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except in each case where the failure to so qualify or be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Transaction Entities and their subsidiaries, considered as one entity (a “Material Adverse Effect”). Each of the Company and its subsidiaries, taken as a whole, and subsidiaries has full the entity power and authority to execute and perform its obligations under own or lease, as the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipcase may be, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing General Disclosure Package and the Prospectus; Prospectus and, in the case of the Company, to enter into, execute, deliver and perform all of its obligations under this Agreement, the Guarantee and the Indenture to which it is a party and to consummate the transactions contemplated thereby to be consummated on its part. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries and joint ventures listed on Exhibit B attached hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, limited partnership or limited liability company, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has power and authority as a corporation, limited partnership or limited liability company, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Operating Partnership, to enter into and perform its obligations under the Sales Agreements and any Terms Agreements. Each of the Company and its subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each subsidiary that is a corporation, all of the Company’s subsidiaries issued and outstanding limited and general partnership interests of each subsidiary that is a limited partnership and all of the issued and outstanding limited liability company interests (or other similar interests) of each subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except for general partnership and limited liability company membership interests) nonassessable and, except as otherwise set forth may be described in the Pricing Disclosure Package and the Prospectus (including the equity interests in following sentence, are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interests, liens, encumbrances, equities or claimsLien (as defined below). Without limiting the generality of the foregoing the Company is the sole general partner of the Operating Partnership and owns at least a majority of the of common units of limited partnership interest of the Operating Partnership (the “Common Units”).

Incorporation and Good Standing of the Company and its Subsidiaries. (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation with full Delaware and has the corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Registration Statement and the Prospectus, is duly qualified Prospectus and to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement and to consummate the Transaction Documentstransactions contemplated herein and therein; (ii) each subsidiary of the Company (each a “Subsidiary”) has been duly incorporated or organized, as the case may be, and is duly organized and validly existing and as a corporation or limited liability company, as applicable, in good standing under the laws of its the jurisdiction of its incorporation or organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or has the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full requisite power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Registration Statement and Prospectus; and (iii) each of the Company and its Subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing under the laws of each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except, in the case of clauses (i), (ii) and (iii) above, where the failure to be so qualified or in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus; , all of the issued and outstanding shares of capital stock of each equity interests of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under , directly or through the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus)Subsidiaries, such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsadverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has the corporate power and authority to own, lease and operate its properties and assets to conduct its business in accordance with its stated objectives in the articles of association as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing (where such concept exists) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing (where such concept exists) under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Pricing Disclosure Package Registration Statement and the Prospectus, . Each of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where the failure to be so qualified does not amount to or in good standing (where such concept exists) could not, individually or in the aggregate, result in a material liability adverse effect on the condition (financial or disability to other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or other equity or ownership interests of each of the Company’s subsidiaries have has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in is owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsadverse claim, except for the pledge of the 100 percent ownership interest in Affimed GmbH, a limited liability company duly incorporated and operating under the laws of the Germany, created in favor of Silicon Valley Bank. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in or included as an exhibit to the Company’s Annual Report on Form 20-F for its most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation Maryland and is in good standing with full the State Department of Assessments and Taxation of Maryland and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement. Essex Portfolio, L.P. is the Transaction Documents; each Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Company is Exchange Act) (the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing and as a partnership in good standing under the laws of its the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or has the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full requisite power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus. Each of the Company and the Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of California) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus; , all of the issued and outstanding shares of capital stock of each of partnership interests in the Company’s subsidiaries Significant Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity nonassessable. The partnership interests in the Company’s subsidiaries Significant Subsidiary that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held are owned by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or formation and each has corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or other legal entity to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount in good standing would not, individually or in the aggregate, reasonably be expected to result in a material liability adverse effect on (i) the financial condition, business, properties, results of operations or disability to prospects of the Company and its subsidiaries, taken considered as a whole, and has full power and authority one entity or (ii) the ability of the Company to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a wholeunder, and each has full power and authority to ownconsummate the transactions contemplated by, lease and operate its properties and assets and conduct its business as described in this Agreement, the Pricing Disclosure Package Indenture and the Prospectus; all Notes (each, a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or other equity interests of each of the Company’s subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim (except, in the case of any foreign Significant Subsidiary, for directors’ qualifying shares and except as otherwise disclosed in or contemplated by the Disclosure Package or the Prospectus). The Company does not have any subsidiary not listed on Exhibit 21 to the Annual Report on Form 10-K which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company, Red Lion Hotels Capital Trust, a Delaware statutory trust (the "Trust") and each direct and indirect subsidiary of the Company that is a "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the Securities Act (each a "Subsidiary", and collectively, the "Subsidiaries") has been duly incorporated or formed and is validly existing as a corporation corporation, limited partnership, limited liability company or trust, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or formation and has corporate, partnership, limited liability company or trust power and authority to own, lease lease, manage and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Prospectus, Company and each Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing in each other jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect, or disability any development that could reasonably be expected to result in a material adverse effect, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken subsidiaries considered as one entity (any such effect is called a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all "MATERIAL ADVERSE EFFECT"). All of the issued and outstanding shares of capital stock of each stock, partnership interests, membership interests and other equity interests, as the case may be, of the Company’s subsidiaries Trust and each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held are owned by the Company are owned beneficially by the Company Company, directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement and to consummate the Transaction Documents; each transactions contemplated herein and therein. Each subsidiary of the Company is (each a “Subsidiary” and together the “Subsidiaries”) has been duly organized and is validly existing and as a corporation or limited liability company in good standing under the laws of its the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or has the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full requisite power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus. Each of the Company and its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing under the laws of the jurisdiction of its incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus; , all of the issued and outstanding shares of capital stock of each equity interests of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those Subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those Subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, limited partnership or limited liability company, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has power and authority as a corporation, limited partnership or limited liability company, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Operating Partnership, to enter into and perform its obligations under the applicable Transaction Documents. Each of the Company and its subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect, on the condition, financial or disability to otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each subsidiary of the Company’s subsidiaries Company that is a corporation, all of the issued and outstanding limited and general partnership interests of each subsidiary of the Company that is a limited partnership and all of the issued and outstanding limited liability company interests (or other similar interests) of each subsidiary of the Company that is a limited liability company have been duly authorized and validly issued, are fully paid and (except for general partnership and limited liability company membership interests) nonassessable and, except as otherwise set forth in to the Pricing Disclosure Package and the Prospectus (including the equity extent such shares or interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), directly or through subsidiaries, such shares held by the Company or interests are owned beneficially by the Company free and clear of any security interestsLien (as defined below). Without limiting the generality of the foregoing (i) as of the date of this Agreement, liensthe Company is, encumbrancesand, equities or claimsas of the Closing Date, the Company will be, the sole general partner (the “General Partner”) of the Operating Partnership, and as of the date of this Agreement, the Company does, and, as of the Closing Date, the Company will own at least a majority of the common units of limited partnership interest of the Operating Partnership (the “Common Units”).

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation with full Delaware and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and to enter into and perform its obligations under this Agreement. The entities listed on Schedule 4 hereto are the Company’s only significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiaries”). The Significant Subsidiaries have been duly organized and are validly existing as corporations in good standing under the laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the Prospectus, is . Each of the Company and each of the Significant Subsidiaries are duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of California and each other jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions (other than the State of California) where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under would not, individually or in the laws of its jurisdiction of organization and is duly qualified to transact business and is aggregate, result in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business Material Adverse Change. Except as described in the Pricing Disclosure Package and the Prospectus; , all of the issued and outstanding shares of capital stock equity interests of each of the Company’s subsidiaries Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation Delaware, with full corporate power and authority to own, own or lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary Offering Memorandum. Each of the Company is Subsidiaries has been duly organized and is validly existing and as a corporation or limited liability company in good standing under the laws of its the jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershiporganization, leasing with corporate or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material limited liability or disability to the Company and its subsidiaries, taken as a whole, and each has full company power and authority to own, own or lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all Offering Memorandum. There are no subsidiaries, direct or indirect, of the issued Company that are “significant subsidiaries” as defined in the Preliminary Offering Memorandum, other than as set forth in Schedule C hereto. The Company and each of the Subsidiaries are duly qualified to transact business and are in good standing in all jurisdictions in which the conduct of their business or ownership or leasing of property requires such qualification except as would not be reasonably be expected to result in a Material Adverse Change. The outstanding shares of capital stock or membership interests of each of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable and, except as otherwise set forth in non-assessable. The outstanding shares of capital stock or membership interests of each of the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held Subsidiaries are owned by the Company are owned beneficially by the Company or another Subsidiary free and clear of any security interests, all liens, encumbrancesencumbrances and equities and claims, other than: (a) the pledges of such capital stock or membership interests existing on the date hereof made in connection with (A) the amended and restated Credit Agreement, dated as of March 24, 2017, as amended (the “Credit Agreement”), by and among Silgan Holdings Inc., Silgan Containers LLC, Silgan Plastics LLC, Silgan Containers Manufacturing Corporation, Silgan Plastics Canada Inc., Silgan International Holdings B.V. and such other borrowers party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A., Xxxxxxx Sachs Bank USA, HSBC Bank USA, National Association, Mizuho Bank, Ltd. and Coöperatieve Rabobank U.A., New York Branch, as Co-Syndication Agents, XX Xxxxxx Xxxxx Bank, N.A., Sumitomo Mitsui Banking Corporation, MUFG Bank, Ltd., TD Bank, N.A. and CoBank, ACB, as Co-Documentation Agents, and Xxxxx Fargo Securities, LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Sachs Bank USA, HSBC Bank USA, National Association, Mizuho Bank, Ltd. and Coöperatieve Rabobank U.A., New York Branch, as Joint Lead Arrangers and Joint Bookrunners, and the various lenders party thereto, and (B) the US Pledge Agreement (as defined in the Credit Agreement) and (b) any such liens, encumbrances and equities and claims described in the Offering Memorandum or claimsthat would not reasonably be expected to result in a Material Adverse Change.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full and has the corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement and to consummate the Transaction Documents; each transactions contemplated herein and therein. Each subsidiary of the Company is (each a “Subsidiary” has been duly organized and is validly existing and as a corporation or limited liability company in good standing under the laws of its the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or has the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full requisite power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus. Each of the Company and its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing under the laws of the jurisdiction of its incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus; , all of the issued and outstanding shares of capital stock of each equity interests of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim, except for any mortgage, pledge, lien, encumbrance or adverse claim described in the Registration Statement or the Prospectus. The constitutive or organizational documents of each of the Subsidiaries comply in all material respects with the requirements of the applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company and each of the Subsidiaries (i) has been duly incorporated and organized or formed, as the case may be, is validly existing as a corporation and is in good standing under the law laws of its jurisdiction of incorporation with full organization, (ii) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets and conduct its business as described in the Pricing Company Disclosure Package and the Prospectus, (iii) is duly qualified or licensed to transact do business and is in good standing as a foreign corporation, partnership or other entity as the case may be, authorized to do business in each jurisdiction in which its ownership, leasing or operation the nature of its properties or assets such businesses or the conduct ownership or leasing of its business such properties requires such qualification, except where the failure to be so qualified does not amount or, solely with respect to the Subsidiaries, in good standing would not, individually or in the aggregate, have a material liability adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or disability to condition (financial or otherwise) of the Company and its subsidiariesthe Subsidiaries, taken as a whole, and has full power and authority (B) the ability of the Company or any Subsidiary to execute and perform its obligations in all material respects under any Transaction Document, (C) the validity or enforceability of any of the Transaction DocumentsDocuments or (D) the consummation of the Transaction (each, a “Material Adverse Effect”); each subsidiary provided, that (a) the consummation of the Transaction, (b) any material expansion of enforcement actions by regulators in the education industry following the date hereof, provided any such expansion does not disproportionately impact the Company, (c) general economic or political conditions, (d) conditions generally affecting the industry in which the Company operates, provided such conditions do not disproportionately impact the Company, (e) any changes in financial or securities markets in general and (f) any changes in Applicable Laws or accounting rules shall not be deemed to have a Material Adverse Effect on the prospects of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiariesSubsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction of incorporation with full Bermuda and has the corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in Bermuda and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or otherwise), earnings, business, management, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). Each of the Company’s “subsidiaries” (as defined in Rule 405 under the Securities Act), has been duly incorporated or organized, as the case may be, and is validly existing as a corporation or company in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, . Each of the Company’s subsidiaries is duly qualified as a foreign corporation, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualification, except where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified would not reasonably be expected to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to have a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all Material Adverse Effect. All of the issued and outstanding shares of share capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package Registration Statement and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claims.adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Axovant Sciences, Inc., Axovant Holdings Limited, Axovant Sciences GmbH, Axovant Sciences America, Inc., Axovant Treasury Holdings, Inc., Axovant Treasury, Inc. and Axovant Sciences Europe Ltd.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation with full Delaware and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement. Ocera Subsidiary, Inc. is the Transaction Documents; each Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Company is Exchange Act) (the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or has the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full requisite power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus. The Company is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of California and North Carolina and each of the Company and the Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus; , all of the issued and outstanding shares of capital stock of each equity interests of the Company’s subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or indirectly, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claims.claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Ocera Subsidiary, Inc., Tranzyme Holdings ULC and Tranzyme Pharma Inc.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement and to consummate the Transaction Documents; each transactions contemplated herein. Each subsidiary of the Company is (each a “Subsidiary”) has been duly organized and is validly existing and as a corporation or limited liability company in good standing under the laws of its the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or has the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full requisite power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus. Each of the Company and its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing under the laws of the jurisdiction of its incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Except as described in the Prospectus; , all of the issued and outstanding shares of capital stock of each equity interests of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction of incorporation with full Delaware and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein and therein. Each Subsidiary has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, . Each of the Company and its Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under would not reasonably be expected to, individually or in the laws of its jurisdiction of organization and is duly qualified to transact business and is aggregate, result in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business Material Adverse Change. Except as described in the Pricing Disclosure Package and the Prospectus; , all of the issued and outstanding shares of capital stock of each equity interests of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) NuScale Power, LLC, (ii) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year (iii) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iv) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization and has the power and authority (corporate or other) to own, lease and operate its properties and assets and to conduct its business as described in each Applicable Prospectus and, in the Pricing Disclosure Package case of each Issuer, to enter into and perform its obligations under this Agreement. Each of the Company and the Prospectussubsidiaries of the Company set forth on Schedule D attached hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where the failure to be so qualified does not amount to and in good standing would not, individually or in the aggregate, result in a material liability or disability to the Company and its subsidiaries, taken Material Adverse Change. Each “significant subsidiary” (as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary such term is defined in Rule 1-02 of Regulation S-X) of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all set forth on Schedule D attached hereto. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each of Subsidiary wholly owned by the Company’s subsidiaries Company or any other Subsidiary have been duly authorized and validly issued, are (in the case of capital stock) fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claims.adverse claim other than (A) the security interests created by (1) that certain First Lien Credit Agreement dated as of June 26, 2007 among, inter alia, the Company, the lenders party thereto and General Electric Capital Corporation as administrative agent and (2) that certain Second Lien Credit Agreement dated as of June 26, 2007 among, inter alia, the Company, the lenders party thereto and General Electric Capital Corporation as administrative agent, in each case, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith (the “Senior Credit Documents”) and (B) any other liens or security interests permitted by the Senior Credit Documents. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and the subsidiaries listed in Schedule D attached hereto and (ii) such other entities omitted from Exhibit 21 or Schedule D attached hereto which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X. All subsidiaries of the Company that are guarantors of the Senior Credit Documents and organized under the laws of a state of the United States are Guarantors, other than Diamics, Inc. and SPDH, Inc.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does in good standing or to have such power or authority would not, and would not amount to reasonably be expected to, individually or in the aggregate, have a material liability adverse effect (i) on the condition, financial or disability to otherwise, or in the earnings, management, business, properties or results of operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as a whole, and has full power and authority one entity or (ii) the ability of the Company to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a wholeunder, and each has full power and authority to ownconsummate the transactions contemplated by, lease and operate its properties and assets and conduct its business as described in this Agreement, the Pricing Disclosure Package Indenture and the Prospectus; all Notes (each, a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim that, individually or in the aggregate, have had or are reasonably likely to result in a Material Adverse Effect. The Company does not have any subsidiary not listed on Exhibit 21 to the Annual Report on Form 10-K which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and incorporated, is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full incorporation, has the corporate power and authority to own, lease own its property and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Offering Memorandum and to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Indenture, the Securities and the Prospectus, Exchange Securities; the Company is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business or its ownership or leasing of property requires such qualification, except where to the extent that the failure to be so qualified does not amount to or be in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each “Material Adverse Effect”). Each subsidiary of the Company has been duly incorporated or organized, is duly organized and validly existing and as a corporation or limited liability company, as applicable, in good standing under the laws of its the jurisdiction of organization its incorporation or organization, as applicable, has the power and authority to own its property and to conduct its business as described in the Offering Memorandum and each Guarantor has the power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Indenture, the Securities and the Exchange Securities; each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business or its ownership or leasing of property requires such qualification, except where to the extent that the failure to be so qualified does or be in good standing would not amount to have a material liability Material Adverse Effect; each direct or disability to indirect subsidiary of the Company and its subsidiariesthe percentage of capital stock and voting stock of each such subsidiary owned by the Company directly or indirectly, taken as a wholeapplicable, is set forth on Schedule III hereto and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries such subsidiary have been duly and validly authorized and issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in are owned directly by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, all liens, encumbrances, equities or claims, except as described in the Offering Memorandum.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Time of Sale Prospectus and the ProspectusProspectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, have a material liability adverse effect (i) on the financial condition, business, properties or disability to results of operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as a whole, and has full power and authority one entity or (ii) the ability of the Company to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a wholeunder, and each has full power and authority to ownconsummate the transactions contemplated by this Agreement (each, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, mortgage, pledge, lien, encumbrance or claim, except for statutory liens, encumbrancestaxes and governmental charges that are not yet delinquent and similar liens or charges that do not secure indebtedness. The Company does not have any subsidiary that, equities or claimsas of the date of filing of the Annual Report on Form 10-K, was required to be, but was not, listed on Exhibit 21 thereto.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated organized and is validly existing as a corporation and is in good standing under the law laws of its jurisdiction the State of incorporation with full power Israel as of the date hereof, and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, is duly qualified to transact do business and as in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a material adverse effect on the business, properties, operations, condition (financial or otherwise) or results of operations of the Company taken as a whole, or in its ability to perform its obligations under this Agreement (a “Material Adverse Effect”). All direct and indirect subsidiaries of the Company (“Subsidiaries”) are duly organized and in good standing under the laws of the place of organization or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership, leasing ownership or operation lease of its properties or assets property or the conduct of its business requires such qualification, except where the failure to be so qualified does qualify would not amount to have a material liability Material Adverse Effect on the assets, business or disability to operations of the Company and its subsidiaries, taken as a whole. The Company’s ownership and control of each Subsidiary is as described in the Registration Statement, the General Disclosure Package and the Prospectus. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has all requisite corporate power and authority, and has full power all necessary authorizations, approvals, orders, licenses, certificates and authority to execute permits of and perform its obligations under the Transaction Documents; each subsidiary from all governmental regulatory officials and bodies that it needs as of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified date hereof to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualificationpurpose as described in the Prospectus, except where the failure to be so qualified does have any such authorization, approval, order, license, certificate or permit would not amount to have a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claimsMaterial Adverse Effect.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company Each of (i) the Company, (ii) all the Company’s subsidiaries identified on Schedule C hereto (the “Significant Subsidiaries”), (iii) Marina District Development Company, LLC and (iv) Marina District Development Holding Co., LLC, has been duly incorporated or organized, as applicable, and is validly existing as a corporation corporation, limited liability company or partnership, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization, as applicable, and has the corporate, limited liability company or partnership, as applicable, power and authority (x) to carry on its business as described in the Disclosure Package and the Prospectus, (y) to own, lease and operate its properties and assets and conduct its business as described (z) in the Pricing Disclosure Package case of the Company, to enter into and perform its obligations under this Agreement. Each of (i) the ProspectusCompany (ii) the Significant Subsidiaries, (iii) Marina District Development Company, LLC and (iv) Marina District Development Holding Co., LLC is duly qualified to transact business and is in good standing as a foreign corporation, limited liability company or partnership, as applicable, authorized to do business in each jurisdiction in which the nature of its business or its ownership, leasing or operation of its properties or assets or the conduct of its business requires property require such qualification, except for where the failure to be so qualified does not amount or to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and be in good standing would not result in a Material Adverse Change. The entities listed on Schedule C hereto are the only “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X promulgated under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipSecurities Act) that are currently conducting business, leasing direct or operation of its properties or assets or the conduct of its business requires such qualificationindirect, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and Company. All of the outstanding shares of capital stock stock, membership interests or partnership interests, as applicable, of each of the Company’s subsidiaries Significant Subsidiaries have been duly authorized and validly issued and, with respect to subsidiaries which are corporations, such outstanding shares of capital stock are fully paid and nonassessable andnon-assessable, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or indirectly through one or more subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim (each, a “Lien”). The Company’s 50% membership interests in Marina District Development Company, LLC and Marina District Development Holding Co., LLC have been duly authorized and validly issued and are fully paid and non-assessable, and are owned by the Company, indirectly through Xxxx Atlantic City, Inc, its wholly-owned subsidiary, free and clear of any Lien.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company Each of the Company, the Guarantors and their significant subsidiaries (as defined in Rule 1-02(10) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or formation, and each has corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Registration Statement, the Time of Sale Information and the ProspectusProspectus and, in the case of the Company and the Guarantors, to enter into and perform its obligations under this Agreement. Each of the Company, the Guarantors and each Significant Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or other legal entity to transact business and is in good standing or equivalent status in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock of each subsidiary of the Company’s subsidiaries Company have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise in the case of subsidiaries set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus)on Exhibit E hereto, such shares held are owned by the Company are owned beneficially by the Company or a Guarantor, directly or through their respective subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not have any subsidiary not listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. The (i) Each of the Company and its subsidiaries has been duly incorporated formed or organized and is validly existing as a corporation and in good standing under the law laws of the jurisdiction of its jurisdiction formation or organization, except with respect to any subsidiaries as would not have a Material Adverse Effect (defined below), and (ii) the Company and each of incorporation with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, subsidiaries is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except in each case where the failure to so qualify or be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Transaction Entities and their subsidiaries, considered as one entity (a “Material Adverse Effect”). Each of the Company and its subsidiaries, taken as a whole, and subsidiaries has full the entity power and authority to execute and perform its obligations under own or lease, as the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipcase may be, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing General Disclosure Package and the Prospectus; all Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries and joint ventures listed on Exhibit B attached hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated organized and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation with full Israel and has the corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Registration Statement and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a wholeGeneral Disclosure Package, and has full power and authority to execute enter into and perform its obligations under the Transaction Documents; each subsidiary this Agreement. Each of the Company is Company’s subsidiaries (each, a “Subsidiary,” and collectively, the “Subsidiaries”) has been duly organized and is validly existing and existing, in good standing standing, where applicable, under the laws of its jurisdiction of organization and has the requisite power and authority to lease and operate its properties and to conduct its business as described in the Registration Statement and the General Disclosure Package. The Company and each of its Subsidiaries is duly qualified as a foreign corporation or other business entity to transact business and is in good standing standing, where applicable, in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does in good standing would not amount to reasonably be expected to, individually or in the aggregate, result in any material adverse change, or any development involving a material liability adverse change, in or disability to affecting the business, financial position, stockholders’ equity, or results of operations of the Company and its subsidiaries, Subsidiaries taken as a whole, and each has full power and authority whole or the Company’s ability to own, lease and operate perform in any material respect on a timely basis its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all obligations under this Agreement (a “Material Adverse Change”). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have Subsidiary has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in is owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, or claim, except for such security interests, mortgages, pledges, liens, encumbrances, equities or claimsencumbrances and claims that would not reasonably be expected to result in a Material Adverse Change.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law of its jurisdiction of incorporation with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the ProspectusFinal Offering Memorandum, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the ProspectusFinal Offering Memorandum; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus Final Offering Memorandum (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the ProspectusFinal Offering Memorandum), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, limited partnership or limited liability company, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has power and authority as a corporation, limited partnership or limited liability company, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Operating Partnership, to enter into and perform its obligations under the Transaction Documents. Each of the Company and its subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each subsidiary of the Company’s subsidiaries Company that is a corporation, all of the issued and outstanding limited and general partnership interests of each subsidiary of the Company that is a limited partnership and all of the issued and outstanding limited liability company interests (or other similar interests) of each subsidiary of the Company that is a limited liability company have been duly authorized and validly issued, are fully paid and (except for general partnership and limited liability company membership interests) nonassessable and, except as otherwise set forth in to the Pricing Disclosure Package and the Prospectus (including the equity extent such shares or interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), directly or through subsidiaries, such shares held by the Company and interests are owned beneficially by the Company free and clear of any security interestsLien (as defined herein). Without limiting the generality of the foregoing, liensthe Company is, encumbrancesand, equities or claimsas of the Closing Date and at any Subsequent Closing Date, the Company will be, the sole general partner (the “General Partner”) of the Operating Partnership, and as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will own at least a majority of the common units of limited partnership interest of the Operating Partnership (the “Common Units”).

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization and has the power and authority (corporate or other) to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement and the ProspectusIndenture and the full right, power and authority to execute and deliver the Securities (the Agreement, Indenture and Securities being collectively referred to herein as the “Transaction Documents”) and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Prospectus has been duly and validly taken, except where failure to so qualify or to be in good standing would not, individually or in the aggregate, be expected to result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in Prospectus, are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claims.adverse claim. As of November 26, 2013, the Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21 to the Company’s Current Report on Form 8-K (File No. 001-35263 filed by the Company with the Commission on November 26, 2013 (“Exhibit 21”) and (ii) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and incorporated, is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full incorporation, has the corporate power and authority to own, lease own its property and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Offering Memorandum and to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Indenture, the Securities and the Prospectus, Exchange Securities; the Company is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business or its ownership or leasing of property requires such qualification, except where to the extent that the failure to be so qualified does not amount to or be in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each “Material Adverse Effect”). Each subsidiary of the Company has been duly incorporated or organized, is duly organized and validly existing and as a corporation or limited liability company, as applicable, in good standing under the laws of its the jurisdiction of organization its incorporation or organization, as applicable, has the power and authority to own its property and to conduct its business as described in the Offering Memorandum and each Guarantor has the power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Indenture, the Securities and the Exchange Securities, as applicable; each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business or its ownership or leasing of property requires such qualification, except where to the extent that the failure to be so qualified does or be in good standing would not amount to have a material liability Material Adverse Effect; each direct or disability to indirect subsidiary of the Company and its subsidiariesthe percentage of capital stock and voting stock of each such subsidiary owned by the Company directly or indirectly, taken as a wholeapplicable, is set forth on Schedule IV hereto and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries such subsidiary have been duly and validly authorized and issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in are owned directly by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, all liens, encumbrances, equities or claims, except as described in the Offering Memorandum.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation public limited company in good standing under the law laws of its jurisdiction of incorporation England and Wales, with full power and authority (corporate or other) to own or lease its properties and conduct its business as described in the Registration Statement and each Applicable Prospectus and to enter into and perform its obligations under this Agreement and the Deposit Agreement. Each of the Company’s subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the each Applicable Prospectus, except to the extent that the failure to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where to the extent that the failure to be so qualified does not amount to a material liability would not, individually or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of share capital, capital stock or other equity or ownership interests of each of the Company’s subsidiaries have has been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in Time of Sale Prospectus, are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through its subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claims.adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity in good standing under the law laws of the jurisdiction of its jurisdiction incorporation or formation, except, in the case of incorporation with full the Significant Subsidiaries, where such failure to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and each has corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company, to enter into and perform its obligations under this Agreement and the Purchase Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or other legal entity to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity interests of each of the Company’s subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable andnon-assessable and are owned directly or indirectly by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction on voting or transfer or any other claim of any third party (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in or contemplated by the Pricing Disclosure Package and the Prospectus). The Company does not have any material subsidiary not listed on Exhibit 21 to the Annual Report on Form 10-K for the year ended December 31, 2016 that would be required to be so listed if such shares held by Annual Report on Form 10-K were filed on the Company are owned beneficially by the Company free and clear date of any security interests, liens, encumbrances, equities or claimsthis Agreement.

Incorporation and Good Standing of the Company and its Subsidiaries. (i) The Company has been is duly incorporated and is organized, validly existing as a corporation and in good standing under the law laws of its jurisdiction the Commonwealth of incorporation Kentucky, with full corporate and other power and authority to own, lease and operate its properties and assets conduct its business as described in and contemplated by the Registration Statement and the Prospectus (or, if the Prospectus is not in existence, any Preliminary Prospectus) and as currently being conducted and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). (ii) The Trust has been duly created and is validly existing as a statutory trust in good standing under the Delaware Statutory Trust Act with the power and authority (trust and other) to own its property and conduct its business as described in the Pricing Disclosure Package Registration Statement and the Prospectus, is duly qualified to transact business issue and is in good standing in each jurisdiction in which sell its ownership, leasing or operation of its properties or assets or common securities (the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability “Common Securities”) to the Company pursuant to the Trust Agreement, to issue and its subsidiariessell the Designated Preferred Securities, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement and to consummate the Transaction Documentstransactions herein contemplated; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization Trust has no subsidiaries and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business or the ownership of its property requires such qualification, except where to the extent that the failure to be so qualified does or be in good standing would not amount to have a material liability or disability to adverse effect on the Company Trust; the Trust has conducted and its subsidiarieswill conduct no business other than the transactions contemplated by this Agreement, taken as a whole, the Trust Agreement and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package Prospectus; the Trust is not a party to or bound by any agreement or instrument other than this Agreement, the Trust Agreement and the agreements and instruments contemplated by the Trust Agreement and described in the Prospectus; all the Trust has no liabilities or obligations other than those arising out of the issued transactions contemplated by this Agreement and outstanding shares the Trust Agreement and described in the Prospectus; the Trust is not a party to or subject to any action, suit or proceeding of capital stock of each any nature; the Trust is, and at the Closing Date or any Option Closing Date will be, classified as a grantor trust for United States federal income tax purposes; the Trust is not, and at the Closing Date or any Option Closing Date will not be, to the knowledge of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable andOfferors, except classified as otherwise set forth in the Pricing Disclosure Package an association taxable as a corporation for United States federal income tax purposes; and the Prospectus (including Trust is, and as of the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus)Closing Date or any Option Closing Date will be, such shares held by treated as a consolidated subsidiary of the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claimspursuant to generally accepted accounting principles.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and each of its “significant subsidiaries” (as such term is defined under Rule 1-02(w) of Commission Regulation S-X) (“Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization and has the power and authority (corporate or other) to own, lease and operate its properties and assets and to conduct its business as described in each Applicable Prospectus and, in the Pricing Disclosure Package case of the Company, to enter into and perform its obligations under this Agreement. Each of the Prospectus, Company and each of its Significant Subsidiaries is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, in each case except where the failure to be so duly qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not reasonably be expected to, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable nonassessable, are owned by the Company, directly or through subsidiaries, and, after giving effect to the offering and sale of the Offered Shares and after the application of the proceeds therefrom as described under “Use of Proceeds” in each Applicable Prospectus, and except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Time of Sale Prospectus), such shares will be held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsadverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Registration Statement and (ii) such other entities omitted from Exhibit 21.1 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a Significant Subsidiary.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company’s Significant Subsidiaries (as defined below) and its jurisdiction of formation is set forth on Annex II attached hereto. Each of the Company and its Significant Subsidiaries has been duly incorporated or organized and is validly existing as a corporation corporation, foreign corporation, limited liability company, partnership or other entity in good standing (if applicable) under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusFinal Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a corporation, foreign corporation, limited liability company, partnership or other entity to transact business and is in good standing (if applicable) in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership(if applicable) would not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus)Final Offering Memorandum, such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. Prior to giving effect to the Acquisition, the Company does not have any significant subsidiary (as defined in Rule 1-02 of Regulation S-X under the Act) that is not listed on Exhibit 21 to its Annual Report on Form 10-K for the fiscal year ended August 31, 2017 which is required to be so listed. For purposes of this Agreement, “Significant Subsidiary” means any Principal Subsidiary (as defined in the Indenture) of the Company.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company Each of the Company, its subsidiaries and its joint venture or cooperative endeavor partners listed in Exhibit D attached hereto (collectively the "Joint Ventures"), has been duly incorporated or organized and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization and has the power and authority (corporate or other) to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the ProspectusCompany, is its subsidiaries and Joint Ventures are duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualification, except where the failure for those failures to be so qualified does not amount to as would not, individually or in the aggregate, result in a material liability Material Adverse Change. All of the issued and outstanding capital stock or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; other equity or ownership interest of each subsidiary of the Company is and Joint Venture has been duly organized authorized and validly existing issued, is fully paid and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken nonassessable. Except as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described set forth in the Pricing Disclosure Package and the Prospectus; , all of the issued and outstanding shares of capital stock or other equity or ownership interest of each of the Company’s subsidiaries have been duly authorized subsidiary and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held Joint Venture owned by the Company are owned beneficially by the Company is owned, directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsadverse claim and to the best of the Company's knowledge, all of the issued and outstanding capital stock or other equity or ownership interest of each subsidiary and Joint Venture not owned by the Company is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, partnership, limited liability company or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement or in Exhibit D attached hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and each of its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation or other entity, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization and has the power and authority (corporate or other) to own, lease and operate its properties and assets and to conduct its business as described in each Applicable Prospectus and, in the Pricing Disclosure Package case of the Company, to enter into and perform its obligations under this Agreement, except where the Prospectusfailure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each of its subsidiaries is duly qualified as a foreign corporation or other entity, as applicable, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not reasonably be expected, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in and are owned by the Pricing Disclosure Package and the Prospectus Company (including the equity interests in directly or through the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company other subsidiaries) free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsadverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity, and the Company does not have any “subsidiary” (as defined in Rule 405 under the Securities Act), other than Rhein Biotech GmbH and Symphony Dynamo Incorporated. Symphony Dynamo Incorporated does not own or possess any property or assets, or have any obligations or liabilities, or possess any rights (by contract, franchise, permit or otherwise) or engage in any operations that are, individually or in the aggregate, material to the Company and its subsidiaries taken as a whole.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has the corporate power and authority to own, lease and operate its properties and assets to conduct its business in accordance with its stated objectives in the articles of association as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing (where such concept exists) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing (where such concept exists) under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Pricing Disclosure Package Registration Statement and the Prospectus, . Each of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where the failure to be so qualified does not amount to or in good standing (where such concept exists) could not, individually or in the aggregate, result in a material liability adverse effect on the condition (financial or disability to other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or other equity or ownership interests of each of the Company’s subsidiaries have has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in is owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsadverse claim, except for the pledge of the 100 percent ownership interest in AbCheck s.r.o., a limited liability company duly incorporated and operating under the laws of the Czech Republic, created in favor of Perceptive Credit Opportunities Fund, LP, existing under the laws of Delaware. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in or included as an exhibit to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement and to consummate the Transaction Documents; each transactions contemplated herein and therein. Each material subsidiary of the Company is (each a “Subsidiary”) has been duly organized and is validly existing and as a corporation or limited liability company in good standing under the laws of its the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or has the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full requisite power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus, except where the failure to be in good standing or have such power or authority would not, individually or in the aggregate, result in a Material Adverse Change. Each of the Company and its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing under the laws of the jurisdiction of its incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus; , all of the issued and outstanding shares of capital stock of each equity interests of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under , directly or through the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus)Subsidiaries, such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsadverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those Subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those Subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and incorporated, is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full incorporation, has the corporate power and authority to own, own or lease its property and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business or its ownership or leasing of property requires such qualification, except where to the extent that the failure to be so qualified does or be in good standing would not amount to reasonably be expected to, singly or in the aggregate, have a material liability or disability to adverse effect on the Company and its subsidiaries, taken as a whole. Each subsidiary of the Company has been duly incorporated, and each organized or formed, is validly existing as a corporation or other business entity in good standing under the laws of the jurisdiction of its incorporation, organization or formation (to the extent that the concept of good standing is applicable in such jurisdiction), has full the corporate or other business entity power and authority to own, own or lease its property and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Registration Statement and the ProspectusProspectus and is duly qualified to transact business and is in good standing in each jurisdiction (to the extent that the concept of good standing is applicable in such jurisdiction) in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, have a Material Adverse Change on the Company and its subsidiaries, taken as a whole; all of the issued and outstanding shares of capital stock or other equity interests of each subsidiary of the Company’s subsidiaries Company have been duly and validly authorized and issued, are fully paid and nonassessable and, except as otherwise set forth non-assessable (to the extent that such concepts are applicable in the Pricing Disclosure Package such jurisdiction) and the Prospectus (including the equity interests in are owned directly or indirectly by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, all liens, encumbrances, equities or claims. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing public company with limited liability under the law laws of its jurisdiction of incorporation with full The Netherlands and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. Each of its subsidiaries has been duly incorporated and is validly existing as a limited liability company or a corporation, as the case may be, in good standing, where such concept exists, under the laws of its jurisdiction of incorporation and has corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus, . Each of the Company and each subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required and such concept exists, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable andand are owned by the Company, except directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than as otherwise set forth described in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders without limitation any liens under the Company’s secured indebtedness disclosed Credit Facility Agreement between Eurand B.V., Eurand S.P.A., the borrowers and guarantors listed therein, Barclays Leveraged Finance as Arranger and Barclays Bank PLC as Lender dated August 6, 2003, as amended (the “Barclays Credit Facility”)). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Pricing Disclosure Package and Registration Statement, except for any such corporation, association or other entity which is not a “significant subsidiary” as defined by Rule 1-02 of Regulation S-X under the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claimsSecurities Act.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, limited partnership or limited liability company, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has power and authority as a corporation, limited partnership or limited liability company, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Operating Partnership, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect, on the condition, financial or disability to otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each subsidiary that is a corporation, all of the Company’s subsidiaries issued and outstanding limited and general partnership interests of each subsidiary that is a limited partnership and all of the issued and outstanding limited liability company interests (or other similar interests) of each subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except for general partnership interests) nonassessable and, except as otherwise set forth may be described in the Pricing Disclosure Package and the Prospectus (including the equity interests in following sentence, are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsLien (as defined below). Without limiting the generality of the foregoing (i) as of the date of this Agreement, liensthe Company is, encumbrancesand, equities as of the Closing Date and at any Subsequent Closing Date, the Company will be, the sole general partner of the Operating Partnership, and as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, subject to the redemption of common units of limited partnership interest of the Operating Partnership (the “Common Units”) in exchange for shares of Common Stock pursuant to the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (as amended through the date hereof, the “Partnership Agreement”), own 91.1% of the Common Units, (ii) as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, own 100% of the capital stock of Xxxxxx Realty Finance, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“KRF”), (iii) as of the date of this Agreement, KRF is, and, as of the Closing Date and at any Subsequent Closing Date, KRF will be, the sole general partner of Xxxxxx Realty Finance Partnership, L.P., a Delaware limited partnership (the “Finance Partnership”), and, as of the date of this Agreement, KRF does, and, as of the Closing Date and at any Subsequent Closing Date, KRF will, own a 1.0% partnership interest in the Finance Partnership, and, as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 99.0% partnership interest in the Finance Partnership, (iv) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own all of the capital stock of Xxxxxx Realty TRS, Inc., a Delaware corporation and wholly-owned subsidiary of the Operating Partnership (“KRTRS”), (v) as of the date of this Agreement, the Company is, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, be the general partner of Xxxxxx Realty Partners, L.P., a Delaware limited partnership (“KRPLP”), and, as of the date of this Agreement, the Company does, and, as of the Closing Date and at the Subsequent Closing Date, the Company will, own a 1.0% partnership interest in KRPLP, and the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 99.0% partnership interest in KRPLP, (vi) as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, own a 1.0% interest in Xxxxxx Services, LLC, a Delaware limited liability company (“KSLLC”), and, the Operating Partnership does, and, as of the Closing Date and at the Subsequent Closing Date, the Operating Partnership will, own a 99.0% interest in KSLLC, (vii) and, as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100.0% interest in Xxxxxx XX LLC and (viii) as of the date of this Agreement, the Finance Partnership is, and, as of the Closing Date and at any Subsequent Closing Date, the Finance Partnership will, own a 100.0% partnership interest in Xxxxxx XX II LLC. The Company does not own or claimscontrol, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization and has the power and authority (corporate or other) to own, lease and operate its properties and assets and to conduct its business as described in each Applicable Prospectus and, in the Pricing Disclosure Package case of the Company, to enter into and perform its obligations under this Agreement. Each of the ProspectusCompany and each subsidiary of the Company set forth on Schedule C attached hereto (each a "SUBSIDIARY" and, collectively, the "SUBSIDIARIES") is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where the failure to be so qualified does not amount to and in good standing would not, individually or in the aggregate, result in a material liability or disability to the Company and its subsidiaries, taken Material Adverse Change. Each "significant subsidiary" (as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary such term is defined in Rule 1-02 of Regulation S-X) of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all set forth on Schedule C attached hereto. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each of the Company’s subsidiaries Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claims.adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and the subsidiaries list in Schedule C attached hereto and (ii) such other entities omitted from Exhibit 21 or Schedule C attached hereto which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a "significant subsidiary" within the meaning of Rule 1-02(w) of Regulation S-X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation or other business entity in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full power and authority organization, has the corporate or other entity power, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock or other ownership interests of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim, except for liens in favor of the lenders under the Second Amended and Restated Credit Agreement, dated as of August 27, 2014, among the Company and GEO Corrections Holdings, Inc., as borrowers, BNP Paribas, as administrative agent, and the lenders party thereto, as amended by Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated May 19, 2016, among the Company, GEO Corrections Holdings, Inc., GEO Australasia Holdings Pty Ltd., GEO Australasia Finance Holdings Pty Ltd as trustee for the GEO Australasia Finance Holding Trust, the guarantor party thereto, the issuing lenders party thereto, the lenders party thereto and BNP Paribas as administrative agent (collectively, the “Credit Agreement”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Schedule 2 hereto and does not own any interest in a joint venture or consortium except as set forth or incorporated by reference in the Registration Statement, the Prospectus or the Pricing Disclosure Package.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, limited partnership or limited liability company, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has power and authority as a corporation, limited partnership or limited liability company, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Operating Partnership, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect, on the condition, financial or disability to otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each subsidiary that is a corporation, all of the Company’s subsidiaries issued and outstanding limited and general partnership interests of each subsidiary that is a limited partnership and all of the issued and outstanding limited liability company interests (or other similar interests) of each subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except for general partnership interests) nonassessable and, except as otherwise set forth may be described in the Pricing Disclosure Package and the Prospectus (including the equity interests in following sentence, are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsLien (as defined below). Without limiting the generality of the foregoing (i) as of the date of this Agreement, liensthe Company is, encumbrancesand, equities as of the Closing Date and at any Subsequent Closing Date, the Company will be, the sole general partner of the Operating Partnership, and as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, subject to the redemption of common units of limited partnership interest of the Operating Partnership (the “Common Units”) in exchange for shares of Common Stock pursuant to the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (as amended through the date hereof, the “Partnership Agreement”), own 95.0% of the Common Units, (ii) as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, own 100% of the capital stock of Xxxxxx Realty Finance, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“KRF”), (iii) as of the date of this Agreement, KRF is, and, as of the Closing Date and at any Subsequent Closing Date, KRF will be, the sole general partner of Xxxxxx Realty Finance Partnership, L.P., a Delaware limited partnership (the “Finance Partnership”), and, as of the date of this Agreement, KRF does, and, as of the Closing Date and at any Subsequent Closing Date, KRF will, own a 1.0% partnership interest in the Finance Partnership, and, as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 99.0% partnership interest in the Finance Partnership, (iv) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own all of the capital stock of Xxxxxx Realty TRS, Inc., a Delaware corporation and wholly-owned subsidiary of the Operating Partnership (“KRTRS”), (v) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Services, LLC, a Delaware limited liability company (“KSLLC”), (vi) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100.0% interest in Xxxxxx XX LLC, (vii) as of the date of this Agreement, the Finance Partnership is, and, as of the Closing Date and at any Subsequent Closing Date, the Finance Partnership will, own a 100.0% partnership interest in Xxxxxx XX II LLC and (viii) as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, own a 99.0% interest in Xxxxxx Realty Management, L.P., a Delaware limited partnership (“KRMLP”), and, as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 1.0% partnership interest in KRMLP. The Company does not own or claimscontrol, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Offering Memorandum and to enter into and perform its obligations under each of this Agreement, the ProspectusRegistration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Indenture, the Credit Agreement, dated as of June 26, 1998, among the Company, certain of its subsidiaries and NationsBank, N.A. (the "Credit Agreement") and all documents and instruments ancillary to the Credit Agreement (together with the Credit Agreement, the "Credit Documents") and that certain letter agreement, dated as of June 23, 1998, between the Company and Capital Resource Lenders II, LP and Exeter Venture Lenders, LP (the "Note and Warrant Repurchase Agreement"). Each of the Company and its subsidiaries is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have subsidiary has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in is owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiary Guarantors.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation with full Delaware and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Registration Statement, General Disclosure Package Package, and the Prospectus, is duly qualified Prospectus and to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement. SynthRx, Inc. is the Transaction Documents; each Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiary”). All references herein to “subsidiaries” of the Company is shall be deemed to refer to such single subsidiary, mutatis mutandis. The Significant Subsidiary has been duly organized and is validly existing and as a corporation in good standing under the laws of its jurisdiction the State of organization Delaware and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or has the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full requisite power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Registration Statement, General Disclosure Package Package, and the Prospectus; . Each of the Company and the Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of California) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Registration Statement, General Disclosure Package, and the Prospectus, all of the issued and outstanding shares of capital stock of each equity interests of the Company’s subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and incorporated, is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full incorporation, has the corporate power and authority to own, lease own its property and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and to enter into and perform its obligations under this Agreement, the Indenture, and the Notes; the Company is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business or its ownership or leasing of property requires such qualification, except where to the extent that the failure to be so qualified does not amount to or be in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each “Material Adverse Effect”). Each subsidiary of the Company has been duly incorporated or organized, is duly organized and validly existing and as a corporation or limited liability company, as applicable, in good standing under the laws of its the jurisdiction of organization its incorporation or organization, as applicable, has the power and authority to own its property and to conduct its business as described in the Disclosure Package and the Prospectus; each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business or its ownership or leasing of property requires such qualification, except where to the extent that the failure to be so qualified does or be in good standing would not amount to have a material liability Material Adverse Effect; each direct or disability to indirect subsidiary of the Company and its subsidiariesthe percentage of capital stock and voting stock of each such subsidiary owned by the Company directly or indirectly, taken as a wholeapplicable, is set forth on Schedule II hereto and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of such subsidiary owned by the Company’s subsidiaries Company directly or indirectly, as applicable, have been duly and validly authorized and issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in are owned directly or through subsidiaries of the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, all liens, encumbrances, equities or claims, except as described in the Disclosure Package and the Prospectus. The Company does not have any subsidiary not listed on Exhibit 21 to the Annual Report on Form 10-K which, at the time of such filing, was required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or formation and each has corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described currently conducted and, in the Pricing Disclosure Package case of the Company, to enter into and perform its obligations under this Agreement and the Prospectus, Merger Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or other legal entity to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and aggregate, reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Prospectus; SEC Reports, all of the issued and outstanding shares of capital stock or other equity interests of each of the Company’s subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in are owned directly or indirectly by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance, restriction on voting or claimstransfer or any other claim of any third party (except, in the case of any foreign subsidiary, for directors’ qualifying shares). The Company does not have any subsidiary not listed on Exhibit 21 to the Annual Report on Form 10-K which would be required to be so listed if such Annual Report on Form 10-K were filed on the date of this Agreement, other than each of the subsidiaries listed on Schedule 1 hereto, each of which became a subsidiary of the Company on the date set forth opposite its name.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries listed on Schedule D (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated incorporated, formed or organized and is validly existing as a corporation or a limited liability company in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full incorporation, formation or organization and has the requisite corporate or limited liability company power and authority necessary to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusFinal Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Company and each of its Subsidiaries is duly qualified as a foreign corporation or a limited liability company to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or membership interests of each of the Company’s subsidiaries Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, (although it no longer owns AD Diamond LLC, a Delaware limited liability company, and Green Rewards Inc., an Ontario corporation, which are listed in such exhibit), (ii) LoyaltyOne SBP, Inc., an Ontario corporation and (iii) LoyaltyOne Participoes Ltda., A Brazilian corporation.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation Delaware, with full corporate power and authority to own, own or lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and Offering Memorandum. Each of the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary subsidiaries of the Company is as listed in Exhibit A hereto (collectively, the "Subsidiaries") has been duly organized and is validly existing and as a corporation or limited liability company in good standing under the laws of its the jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershiporganization, leasing with corporate or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material limited liability or disability to the Company and its subsidiaries, taken as a whole, and each has full company power and authority to own, own or lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all Offering Memorandum. There are no subsidiaries, direct or indirect, of the issued Company that are "significant subsidiaries" as defined in Rule 1-02 (w) of Regulation S-X, other than as set forth on Exhibit A hereto. The Company and each of the Subsidiaries are duly qualified to transact business and are in good standing in all jurisdictions in which the conduct of their business or ownership or leasing of property requires such qualification except as could not be reasonably be expected to result in a Material Adverse Change. The outstanding shares of capital stock or membership interests of each of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable and, except as otherwise set forth in non-assessable. The outstanding shares of capital stock or membership interests of each of the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held Subsidiaries are owned by the Company are owned beneficially by or another subsidiary of the Company free and clear of any security interests, all liens, encumbrancesencumbrances and equities and claims, equities other than (a) the pledges of such capital stock or claimsmembership interests existing on the date hereof made in connection with (A) the Credit Agreement, dated as of June 30, 2005, as amended, among the Company, Silgan Containers LLC, Silgan Plastics LLC, Silgan Containers Manufacturing Corporation, Silgan Can Company, Silgan White Cap LLC, Silgan Plastics Canada Inc., 827599 Ontario Inc., the lenders party to the Credit Agreement from time to time and Deutsche Bank AG New York Branch, as Administrative Agent (the "Credit Agreement"); (B) the US Pledge Agreement, dated as of June 30, 2005, as amended, among the Company, Silgan Containers LLC, Silgan Plastics LLC, Silgan Containers Manufacturing Corporation, Silgan Can Company, Silgan Corporation, Silgan White Cap LLC, Silgan LLC, Silgan Can Holding Company, Silgan Plastics Corporation, Silgan Tubes Holding Company, Silgan White Cap Corporation, Silgan White Cap Americas LLC, Silgan Closures International Holding Company, Silgan Equipment Company, and Deutsche Bank AG New York Branch, as collateral agent, and (C) the Campbell Can Acquisition Documents (as such term is defined in the Xxxxxx Xgreement) and (b) the contractual right of Campbell Soup Company or any affiliate thereof to purchase the capixxx xxxxk of Silgan Can Company or any of the assets of Silgan Can Company (other than inventory in the ordinary course of business in accordance with the supply arrangements).

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation Maryland and is in good standing with full the State Department of Assessments and Taxation of Maryland and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement. Essex Portfolio, L.P. is the Transaction Documents; each Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Company is Exchange Act) (the “Significant Subsidiary”). The Significant Subsidiary has been duly organized and is validly existing and as a partnership in good standing under the laws of its the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or has the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full requisite power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus. Each of the Company and the Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of California) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus; , all of the issued and outstanding shares of capital stock of each of partnership interests in the Company’s subsidiaries Significant Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity nonassessable. The partnership interests in the Company’s subsidiaries Significant Subsidiary that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held are owned by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since December 31, 2012.

Incorporation and Good Standing of the Company and its Subsidiaries. The (i) Each of the Company and its subsidiaries has been duly incorporated formed or organized and is validly existing as a corporation and in good standing under the law laws of the jurisdiction of its jurisdiction formation or organization, except with respect to any subsidiaries as would not have a Material Adverse Effect (defined below), and (ii) the Company and each of incorporation with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, subsidiaries is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except in each case where the failure to so qualify or be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Transaction Entities and their subsidiaries, considered as one entity (a “Material Adverse Effect”). Each of the Company and its subsidiaries, taken as a whole, and subsidiaries has full the entity power and authority to execute and perform its obligations under own or lease, as the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipcase may be, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing General Disclosure Package and the Prospectus; Prospectus and, in the case of the Company, to enter into, execute, deliver and perform all of its obligations under this Agreement, the Guarantees and the Indenture to which it is a party and to consummate the transactions contemplated thereby to be consummated on its part. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries and joint ventures listed on Exhibit B attached hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, limited partnership or limited liability company, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has power and authority as a corporation, limited partnership or limited liability company, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Operating Partnership, to enter into and perform its obligations under this Agreement. Each of the Company and its subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect, on the condition, financial or disability to otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each subsidiary of the Company’s subsidiaries Company that is a corporation, all of the issued and outstanding limited and general partnership interests of each subsidiary of the Company that is a limited partnership and all of the issued and outstanding limited liability company interests (or other similar interests) of each subsidiary of the Company that is a limited liability company have been duly authorized and validly issued, are fully paid and (except for general partnership and limited liability company membership interests) nonassessable and, except as otherwise set forth in to the Pricing Disclosure Package and the Prospectus (including the equity extent such shares or interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), directly or through subsidiaries, such shares held by the Company or interests are owned beneficially by the Company free and clear of any security interestsLien (as defined below). Without limiting the generality of the foregoing as of the date of this Agreement, liensthe Company is, encumbrancesand, equities or claimsas of the Closing Date and at any Subsequent Closing Date, the Company will be, the sole general partner (the “General Partner”) of the Operating Partnership, and as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will own at least a majority of the common units of limited partnership interest of the Operating Partnership (the “Common Units”).

Incorporation and Good Standing of the Company and its Subsidiaries. The Company Each of the Company, the Guarantors and the Company's subsidiaries listed on Schedule B hereto (each, a "Subsidiary" and, collectively, the "Subsidiaries") has been duly incorporated incorporated, formed or organized, as applicable, and is validly existing as a corporation corporation, limited partnership or a limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full incorporation, formation or organization, as applicable, and has corporate, limited partnership or limited liability company, as applicable, power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Offering Memorandum and, in the case of the Company and the ProspectusGuarantors, to enter into and perform its obligations under each of the Transaction Documents to which it is a party. The Company, each Guarantor and each of the Company's Subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other ownership interest of each of the Company’s subsidiaries have Guarantor and each Subsidiary has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in is owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim, except as disclosed in the Offering Memorandum or except as would not result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company's Annual Report on Form 10‑K for the fiscal year ended December 31, 2015 filed by the Company with the Commission, except for the Company's ownership interests in CBSM Companhia Brasileira De Servicos De Marketing; Excentus Corporation; Modopayments, LLC; SpendGo, Inc.; Brand Loyalty Sourcing Americas Holding B. V., Brand Loyalty Sourcing USA Inc. and LoyaltyOne (Shanghai) Marketing Limited.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation Delaware, with full corporate power and authority to own, own or lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and Offering Memorandum. Each of the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary subsidiaries of the Company is as listed in Schedule C hereto (collectively, the “Subsidiaries”) has been duly organized and is validly existing and as a corporation or limited liability company in good standing under the laws of its the jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershiporganization, leasing with corporate or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material limited liability or disability to the Company and its subsidiaries, taken as a whole, and each has full company power and authority to own, own or lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all Offering Memorandum. There are no subsidiaries, direct or indirect, of the issued Company that are “significant subsidiaries” as defined in Rule 1-02 (w) of Regulation S-X, other than as set forth on Schedule C hereto. The Company and each of the Subsidiaries are duly qualified to transact business and are in good standing in all jurisdictions in which the conduct of their business or ownership or leasing of property requires such qualification except as could not be reasonably be expected to result in a Material Adverse Change. The outstanding shares of capital stock or membership interests of each of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable and, except as otherwise set forth in non-assessable. The outstanding shares of capital stock or membership interests of each of the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held Subsidiaries are owned by the Company are owned beneficially by the Company or another Subsidiary free and clear of any security interests, all liens, encumbrancesencumbrances and equities and claims. other than (a) the pledges of such capital stock or membership interests existing on the date hereof made in connection with (A) the Credit Agreement, equities dated as of July 28, 2011, among Silgan Holdings Inc., Silgan Containers LLC, Silgan Plastics LLC, Silgan Containers Manufacturing Corporation, Silgan Can Company, Silgan Plastics Canada Inc., each other revolving borrower party thereto from time to time, each other incremental term loan borrower party thereto from time to time, various lenders party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent, Deutsche Bank AG, Canada Branch, as Canadian Sub-Agent, Deutsche Bank AG New York Branch, as U.K. Sub-Agent, Bank of America, N.A., as Syndication Agent, Citigroup Global Markets Inc. and Xxxxx Fargo Bank, N.A., as Co-Documentation Agents, and Deutsche Bank Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc. and Xxxxx Fargo Securities, LLC (the “Credit Agreement”); (B) the US Pledge Agreement (as such term is defined in the Credit Agreement); (C) the Xxxxxxxx Can Acquisition Documents (as such term is defined in the Credit Agreement), and (b) the contractual right of Xxxxxxxx Soup Company or claimsany affiliate thereof to purchase the capital stock of Silgan Can Company or any of the assets of Silgan Can Company (other than inventory in the ordinary course of business in accordance with the supply arrangements). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated incorporated, organized or formed, as applicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority (i) to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to do so, be in good standing or to possess the power and authority, as the case may be, would not reasonably be expected to result in a Material Adverse Change and (ii) in the case of the Company, to enter into and perform its obligations under each of the Transaction Documents to which it is a party. Each of the Company and its subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or any equivalent status in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under would not, individually or in the laws aggregate, result in a Material Adverse Change. All of its jurisdiction the issued and outstanding capital stock or other ownership interest of organization each subsidiary has been duly authorized and validly issued, is fully paid and, with respect to the capital stock of any corporation, non-assessable, and is duly qualified to transact business owned by the Company, as the case may be, directly or through subsidiaries, free and is in good standing in each jurisdiction in which its ownershipclear of any security interest, leasing mortgage, pledge, lien, encumbrance or operation of its properties or assets or the conduct of its business requires such qualificationclaim, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described disclosed in the Pricing Registration Statement, the General Disclosure Package and the Prospectus; all . None of the issued and outstanding shares of capital stock of each any Subsidiary were issued in violation of the Company’s preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by of the Company are owned beneficially by (A) the Company free and clear of any security interests, liens, encumbrances, equities or claimssubsidiaries listed on Exhibit 21 to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation public limited company in good standing under the law laws of its jurisdiction of incorporation England and Wales, with full power and authority (corporate or other) to own or lease its properties and conduct its business as described in the Registration Statement and each Applicable Prospectus and to enter into and perform its obligations under this Agreement and the Deposit Agreement. Each of the Company’s subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the each Applicable Prospectus, except to the extent that the failure to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where to the extent that the failure to be so qualified does not amount to a material liability would not, individually or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of share capital, capital stock or other equity or ownership interests of each of the Company’s subsidiaries have has been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in Time of Sale Prospectus, are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through its subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claims.adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Registration Statement and (ii) such other entities omitted from Exhibit 21.1 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02 of Regulation S-X, each a “Significant Subsidiary”) has been duly incorporated or formed, as applicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction incorporation or formation (to the extent the concept of incorporation with full good standing is applicable in such jurisdiction), as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and assets and to conduct its business as described in each of the Pricing Disclosure Package Registration Statement, the Prospectus and the ProspectusTime of Sale Information, except where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and, in the case of the Company, to enter into and perform its obligations under each of this Agreement, the Securities and the Indenture. Each of the Company and its Significant Subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other ownership interests of each Significant Subsidiary of the Company’s subsidiaries have Company has been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim, except as disclosed in each of the Registration Statement, the Prospectus and the Time of Sale Information. There are no Significant Subsidiaries of the Company other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has the corporate power and authority to own, lease and operate its properties and assets to conduct its business in accordance with its stated objectives in the articles of association as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing (where such concept exists) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business. Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing (where such concept exists) under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Pricing Disclosure Package Registration Statement and the Prospectus, . Each of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where the failure to be so qualified does not amount to or in good standing (where such concept exists) could not, individually or in the aggregate, result in a material liability adverse effect on the condition (financial or disability to other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or other equity or ownership interests of each of the Company’s subsidiaries have has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in is owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsadverse claim, except for the pledge of the 100 percent ownership interest in Affimed GmbH, a limited liability company duly incorporated and operating under the laws of the Germany, created in favor of Silicon Valley Bank. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in or included as an exhibit to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated organized and is validly existing as a corporation in good standing under the law laws of its jurisdiction of incorporation with full Delaware and has the corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Registration Statement and the Prospectus, is duly qualified and to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute enter into and perform its obligations under the Transaction Documents; each subsidiary this Agreement. Each of the Company is Company’s subsidiaries (each, a “Subsidiary,” and collectively, the “Subsidiaries”) has been duly organized and is validly existing and existing, in good standing standing, where applicable, under the laws of its jurisdiction of organization and has the requisite power and authority to lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Company and each of its Subsidiaries is duly qualified as a foreign corporation or other business entity to transact business and is in good standing standing, where applicable, in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does in good standing would not amount to reasonably be expected to, individually or in the aggregate, result in any material adverse change, or any development involving a material liability adverse change, in or disability to affecting the current business, prospects, financial position, stockholders’ equity, or results of operations of the Company and its subsidiariesSubsidiaries, taken as a whole, or the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement (a “Material Adverse Change”). The Company owns or controls, directly or indirectly, only the following corporations, partnerships, limited liability partnerships, limited liability companies, associations or other entities: TetraLogic Research and each has full power Development Corporation, a Delaware corporation, and authority to ownShape Pharmaceuticals Pty. Ltd., lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all an Australian corporation. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have Subsidiary has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in is owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through other Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, or claim, except for such security interests, mortgages, pledges, liens, encumbrances, equities or claimsencumbrances and claims that would not reasonably be expected to result in a Material Adverse Change.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, limited partnership or limited liability company, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has power and authority as a corporation, limited partnership or limited liability company, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Operating Partnership, to enter into and perform its obligations under this Agreement, in the case of the Operating Partnership, to perform its obligations under the Partnership Amendment and, in the case of the Company, to enter into and perform its obligations under the Partnership Amendment and to authorize, duly file and perform its obligations under the Articles Supplementary. Each of the Company and its subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect, on the condition, financial or disability to otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each subsidiary of the Company’s subsidiaries Company that is a corporation, all of the issued and outstanding limited and general partnership interests of each subsidiary of the Company that is a limited partnership and all of the issued and outstanding limited liability company interests (or other similar interests) of each subsidiary of the Company that is a limited liability company have been duly authorized and validly issued, are fully paid and (except for general partnership interests) nonassessable and, except as otherwise set forth may be described in the Pricing Disclosure Package and the Prospectus (including the equity interests in following sentence, are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsLien (as defined below). Without limiting the generality of the foregoing (i) as of the date of this Agreement, liensthe Company is, encumbrancesand, equities as of the Closing Date, the Company will be, the sole general partner (the “General Partner”) of the Operating Partnership, and as of the date of this Agreement, the Company does, and, as of the Closing Date, the Company will, subject to the redemption of common units of limited partnership interest of the Operating Partnership (the “Common Units”) in exchange for shares of Common Stock pursuant to the Sixth Amended and Restated Agreement of Limited Partnership of the Operating Partnership and any amendments, restatements or claimssupplements thereto whether before or after the date of this Agreement (as so amended, restated and supplemented, if applicable, the “Partnership Agreement”), own 97.4% of the Common Units, (ii) as of the date of this Agreement, the Company does, and, as of the Closing Date , the Company will, own 100% of the capital stock of Xxxxxx Realty Finance, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“KRF”), (iii) as of the date of this Agreement, KRF is, and, as of the Closing Date, KRF will be, the sole general partner of Xxxxxx Realty Finance Partnership, L.P., a Delaware limited partnership (the “Finance Partnership”), and, as of the date of this Agreement, KRF does, and, as of the Closing Date, KRF will, own a 1.0% partnership interest in the Finance Partnership, and, as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own a 99.0% partnership interest in the Finance Partnership, (iv) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own all of the capital stock of Xxxxxx Realty TRS, Inc., a Delaware corporation and wholly-owned subsidiary of the Operating Partnership (“KRTRS”), (v) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Services, LLC, a Delaware limited liability company (“KSLLC”), (vi) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx XX, LLC, (vii) as of the date of this Agreement, the Finance Partnership is, and, as of the Closing Date, the Finance Partnership will, own a 100% partnership interest in Xxxxxx XX II, LLC, (viii) as of the date of this Agreement, the Company does, and, as of the Closing Date, the Company will, own a 1.0% interest in Xxxxxx Realty Management, L.P., a Delaware limited partnership (“KRMLP”), and, as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own a 99.0% partnership interest in KRMLP, (ix) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Realty Northside Drive, LLC, a Delaware limited liability company, (x) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Realty 303, LLC, a Delaware limited liability company, (xi) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own a 100% interest in KR 6255 Sunset, LLC, a Delaware limited liability company, (xii) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own a 100% interest in Fremont Lake Union Center, LLC, a Delaware limited liability company, (xiii) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own a 100% interest in KR 690 Middlefield, LLC, a Delaware limited liability company, (xiv) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own a 100% interest in KR MML 12701, LLC, a Delaware limited liability company, (xv) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own a 100% interest in KR Tribeca West, LLC, a Delaware limited liability company, and (xvi) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date, the Operating Partnership will, own a 100% interest in KR 331 Xxxxxxxxx, LLC, a Delaware limited liability company. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, except for KR 6255 Sunset, LLC, Fremont Lake Union Center, LLC, KR 690 Middlefield, LLC, KR MML 12701, LLC, KR Tribeca West, LLC and KR 331 Xxxxxxxxx, LLC.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, limited partnership or limited liability company, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has power and authority as a corporation, limited partnership or limited liability company, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Operating Partnership, to enter into and perform its obligations under this Agreement. Each of the Company and its subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect, on the condition, financial or disability to otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each subsidiary of the Company’s subsidiaries Company that is a corporation, all of the issued and outstanding limited and general partnership interests of each subsidiary of the Company that is a limited partnership and all of the issued and outstanding limited liability company interests (or other similar interests) of each subsidiary of the Company that is a limited liability company have been duly authorized and validly issued, are fully paid and (except for general partnership interests) nonassessable and, except as otherwise set forth may be described in the Pricing Disclosure Package and the Prospectus (including the equity interests in following sentence, are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsLien (as defined below). Without limiting the generality of the foregoing (i) as of the date of this Agreement, liensthe Company is, encumbrancesand, equities as of the Closing Date and at any Subsequent Closing Date, the Company will be, the sole general partner of the Operating Partnership, and as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, subject to the redemption of common units of limited partnership interest of the Operating Partnership (the “Common Units”) in exchange for shares of Common Stock pursuant to the Sixth Amended and Restated Agreement of Limited Partnership of the Operating Partnership and any amendments, restatements or claimssupplements thereto whether before or after the date of this Agreement (as so amended, restated and supplemented, if applicable, the “Partnership Agreement”), own 97.4% of the Common Units, (ii) as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, own 100% of the capital stock of Xxxxxx Realty Finance, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“KRF”), (iii) as of the date of this Agreement, KRF is, and, as of the Closing Date and at any Subsequent Closing Date, KRF will be, the sole general partner of Xxxxxx Realty Finance Partnership, L.P., a Delaware limited partnership (the “Finance Partnership”), and, as of the date of this Agreement, KRF does, and, as of the Closing Date and at any Subsequent Closing Date, KRF will, own a 1.0% partnership interest in the Finance Partnership, and, as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 99.0% partnership interest in the Finance Partnership, (iv) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own all of the capital stock of Xxxxxx Realty TRS, Inc., a Delaware corporation and wholly-owned subsidiary of the Operating Partnership (“KRTRS”), (v) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Services, LLC, a Delaware limited liability company (“KSLLC”), (vi) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx XX, LLC, (vii) as of the date of this Agreement, the Finance Partnership is, and, as of the Closing Date and at any Subsequent Closing Date, the Finance Partnership will, own a 100% partnership interest in Xxxxxx XX II, LLC, (viii) as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, own a 1.0% interest in Xxxxxx Realty Management, L.P., a Delaware limited partnership (“KRMLP”), and, as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 99.0% partnership interest in KRMLP, (ix) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Realty Northside Drive, LLC, a Delaware limited liability company, (x) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Realty 303, LLC, a Delaware limited liability company, (xi) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in KR 6255 Sunset, LLC, a Delaware limited liability company, (xii) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Fremont Lake Union Center, LLC, a Delaware limited liability company, (xiii) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in KR 690 Middlefield, LLC, a Delaware limited liability company, (xiv) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in KR MML 12701, LLC, a Delaware limited liability company, (xv) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in KR Tribeca West, LLC, a Delaware limited liability company, and (xvi) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in KR 331 Xxxxxxxxx, LLC, a Delaware limited liability company. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, except for KR 6255 Sunset, LLC, Fremont Lake Union Center, LLC, KR 690 Middlefield, LLC, KR MML 12701, LLC, KR Tribeca West, LLC and KR 331 Xxxxxxxxx, LLC.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction of incorporation with full Texas and has corporate power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package Prospectus and to enter into and perform its obligations under this Agreement. As of the date of this Agreement, the entities listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and, after the filing by the Company of any subsequent Annual Report on Form 10-K for its then most recently completed fiscal year, the entities listed on Exhibit 21 (or the equivalent exhibit in the Company’s exhibit numbering system) to such Annual Report on Form 10-K, and, in either case, any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of the Company formed or acquired since the filing of the Annual Report on Form 10-K are the Company’s “Significant Subsidiaries” for purpose of this Agreement. Each of the Significant Subsidiaries has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to conduct its business as described in the Prospectus. Each of the Company and the Prospectus, Significant Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each other jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under would not, individually or in the laws of its jurisdiction of organization and is duly qualified to transact business and is aggregate, result in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business Material Adverse Change. Except as described in the Pricing Disclosure Package and the Prospectus; , all of the issued and outstanding shares of capital stock of stock, membership interests or partnership interests in each of the Company’s subsidiaries Significant Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and, except as otherwise set forth nonassessable. Interests in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries Significant Subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held are owned by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21 (or the equivalent exhibit in the Company’s exhibit numbering system) to the Company’s Annual Report on Form 10-K for its most recently completed fiscal year, (ii) those subsidiaries not required to be listed on Exhibit 21 to such Annual Report on Form 10-K by Item 601 of Regulation S-K under the Exchange Act and (iii) those subsidiaries formed or acquired since the date such Annual Report on Form 10-K was filed by the Company.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries, other than CoorsTek Austin, L.P. and Coors Wear Products, Inc., has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. CoorsTek Austin, L.P., has been duly formed and is validly existing as a limited partnership and is in good standing under the laws of the State of Delaware and has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and each subsidiary, other than CoorsTek Austin, L.P. and Coors Wear Products, Inc., is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. CoorsTek Austin, L.P. is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have subsidiary, other than CoorsTek Austin, L.P. and Coors Wear Products, Inc., has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in is owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. All of the general partnership interests and limited partnership interests of CoorsTek Austin, L.P. is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in, or permitted to be omitted from pursuant to the Securities Act or Exchange Act, Exhibit 21.1 to the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2001.

Incorporation and Good Standing of the Company and its Subsidiaries. (i) The Company has been is duly incorporated and is organized, validly existing as a corporation and in good standing under the law laws of its jurisdiction the Commonwealth of incorporation Kentucky, with full corporate and other power and authority to own, lease and operate its properties and assets conduct its business as described in and contemplated by the Registration Statement and the Prospectus (or, if the Prospectus is not in existence, any Preliminary Prospectus) and as currently being conducted and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). (ii) The Trust has been duly created and is validly existing as a statutory trust in good standing under the Delaware Statutory Trust Act with the power and authority (trust and other) to own its property and conduct its business as described in the Pricing Disclosure Package Registration Statement and the Prospectus, is duly qualified to transact business issue and is in good standing in each jurisdiction in which sell its ownership, leasing or operation of its properties or assets or common securities (the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability "Common Securities") to the Company pursuant to the Trust Agreement, to issue and its subsidiariessell the Designated Preferred Securities, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement and to consummate the Transaction Documentstransactions herein contemplated; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization Trust has no subsidiaries and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business or the ownership of its property requires such qualification, except where to the extent that the failure to be so qualified does or be in good standing would not amount to have a material liability or disability to adverse effect on the Company Trust; the Trust has conducted and its subsidiarieswill conduct no business other than the transactions contemplated by this Agreement, taken as a whole, the Trust Agreement and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package Prospectus; the Trust is not a party to or bound by any agreement or instrument other than this Agreement, the Trust Agreement and the agreements and instruments contemplated by the Trust Agreement and described in the Prospectus; all the Trust has no liabilities or obligations other than those arising out of the issued transactions contemplated by this Agreement and outstanding shares the Trust Agreement and described in the Prospectus; the Trust is not a party to or subject to any action, suit or proceeding of capital stock of each any nature; the Trust is, and at the Closing Date or any Option Closing Date will be, classified as a grantor trust for United States federal income tax purposes; the Trust is not, and at the Closing Date or any Option Closing Date will not be, to the knowledge of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable andOfferors, except classified as otherwise set forth in the Pricing Disclosure Package an association taxable as a corporation for United States federal income tax purposes; and the Prospectus (including Trust is, and as of the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus)Closing Date or any Option Closing Date will be, such shares held by treated as a consolidated subsidiary of the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claimspursuant to generally accepted accounting principles.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or formation and each has corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company, to enter into and perform its obligations under this Agreement and the Acquisition Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or other legal entity to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity interests of each of the Company’s subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable andand are owned directly or indirectly by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction on voting or transfer or any other claim of any third party (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in or contemplated by the Pricing Disclosure Package and the Prospectus). The Company does not have any subsidiary not listed on Exhibit 21 to the Annual Report on Form 10-K which is required to be so listed other than Dionex Corporation, such shares held by which became the Company are owned beneficially by the Company free and clear of any security interestsCompany’s subsidiary on May 17, liens, encumbrances, equities or claims2011.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02 of Regulation S-X, each a “Significant Subsidiary”) has been duly incorporated or formed, as applicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction incorporation or formation (to the extent the concept of incorporation with full good standing is applicable in such jurisdiction), as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and assets and to conduct its business as described in each of the Pricing Disclosure Package Registration Statement, the Prospectus and the ProspectusTime of Sale Information, except where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and, in the case of the Company, to enter into and perform its obligations under each of this Agreement, the Securities and the Indenture. Each of the Company and its Significant Subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other ownership interests of each Significant Subsidiary of the Company’s subsidiaries have Company has been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim, except as disclosed in each of the Registration Statement, the Prospectus and the Time of Sale Information. There are no Significant Subsidiaries of the Company other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation with full Delaware and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and to enter into and perform its obligations under this Agreement. The entities listed on Schedule 4 hereto are the Company’s only significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiaries”). The Significant Subsidiaries have been duly organized and are validly existing as corporations in good standing under the laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the Prospectus, is . Each of the Company and each of the Significant Subsidiaries are duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under would not, individually or in the laws of its jurisdiction of organization and is duly qualified to transact business and is aggregate, result in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business Material Adverse Change. Except as described in the Pricing Disclosure Package and the Prospectus; , all of the issued and outstanding shares of capital stock equity interests of each of the Company’s subsidiaries Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held are owned by the Company are owned beneficially by the Company or its subsidiaries free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K or Form 10-KT for the most recently ended fiscal year; (ii) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act; and (iii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated organized and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation with full Israel and has the corporate power and authority to ownlease, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusPrivate Placement Memorandum dated February __, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to 2012 prepared by the Company (including all exhibits, supplements and its subsidiariesamendments thereto, taken as a wholethe “Private Placement Memorandum”) and in the Company’s Registration Statement on Form 20-F (the “20-F”), and has full power and authority to execute enter into and perform its obligations under the Transaction Documents; each subsidiary this Agreement. Each of the Company is Company’s subsidiaries (each, a “Subsidiary,” and collectively, the “Subsidiaries”) has been duly organized and is validly existing and existing, in good standing standing, where applicable, under the laws of its jurisdiction of organization and has the requisite power and authority to lease, and operate its properties and to conduct its business as described in the Private Placement Memorandum and the 20-F. The Company and each of its Subsidiaries is duly qualified as a foreign corporation or other business entity to transact business and is in good standing standing, where applicable, in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does in good standing would not amount to reasonably be expected to, individually or in the aggregate, result in any material adverse change, or any development involving a material liability adverse change, in or disability to affecting the business, financial position, stockholders’ equity, or results of operations of the Company and its subsidiaries, Subsidiaries taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all whole (any such change is called a “Material Adverse Change”). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have Subsidiary has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in is owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, or claim, except for such security interests, mortgages, pledges, liens, encumbrances, equities or claimsencumbrances and claims that would not reasonably be expected to result in a Material Adverse Change.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Time of Sale Prospectus and the ProspectusProspectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, have a material liability adverse effect (i) on the financial condition, business, properties or disability to results of operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as a whole, and has full power and authority one entity or (ii) the ability of the Company to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a wholeunder, and each has full power and authority to ownconsummate the transactions contemplated by this Agreement, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package Indentures and the Prospectus; all Securities (each, a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, mortgage, pledge, lien, encumbrance or claim, except for statutory liens, encumbrancestaxes and governmental charges that are not yet delinquent and similar liens or charges that do not secure indebtedness. The Company does not have any subsidiary that, equities or claimsas of the date of filing of the Annual Report on Form 10-K, was required to be, but was not, listed on Exhibit 21 thereto.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company, each subsidiary of the Company that is a “significant subsidiary” as such term is defined in Rule 1-02(w) of Regulation S-X promulgated under the 1933 Act (each, a “Significant Subsidiary”) and each subsidiary of the Company that owns any real property (each, a “Property Subsidiary”) has been duly incorporated or organized and is validly existing as a corporation corporation, limited partnership, general partnership or limited liability company in good standing under the law laws of its the jurisdiction of incorporation in which it is chartered or organized with full corporate, partnership or limited liability company power and authority to ownown or lease, lease as the case may be, and to operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the ProspectusFinal Offering Memorandum. Each of the Company, the Significant Subsidiaries and the Property Subsidiaries is duly qualified to transact do business as a foreign corporation, limited partnership, general partnership or limited liability company and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its each jurisdiction of organization and is duly qualified which requires such qualification except in any case in which the failure to transact business and is so qualify or be in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or would not have a Material Adverse Effect. All the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock stock, partnership interests, limited liability company interests or other equivalent equity interests of each of the Company’s subsidiaries Significant Subsidiary and each Property Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable and, except nonassessable. Except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including Final Offering Memorandum, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package Significant Subsidiaries and the Prospectus), such shares held Property Subsidiaries are owned by the Company are either directly or through wholly owned beneficially by subsidiaries of the Company free and clear of any perfected security interest or any other security interests, liensclaims, liens or encumbrances, equities or claims.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries listed on Schedule D (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated incorporated, formed or organized and is validly existing as a corporation or a limited liability company in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full incorporation, formation or organization and has the requisite corporate or limited liability company power and authority necessary to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusFinal Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Company and each of its Subsidiaries is duly qualified as a foreign corporation or a limited liability company to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or membership interests of each of the Company’s subsidiaries Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, (ii) ADS Foreign Holdings, Inc., a Delaware corporation, (iii) LMGC Holdings I, ULC, a Nova Scotia, Canada Unlimited Liability Company and (iv) LMGC Holdings II, ULC, a Nova Scotia, Canada Unlimited Liability Company.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation incorporation, with full corporate power and authority to own, lease and operate its properties and assets and conduct its business as presently conducted and as described in the Pricing Disclosure Package Prospectus and to enter into and perform its obligations under this Agreement, to redeem the Prospectus, 11% Notes in accordance with the terms and conditions of the 2002 Indenture and to enter into and perform its obligations under the Related Transactions. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where the failure to be so qualified does not amount to qualify would not, singly or in the aggregate, have a material liability or disability to Material Adverse Effect on the Company and its subsidiaries, taken as a whole. As used herein, and has full power and authority "Material Adverse Effect," with respect to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipany person, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to means a material liability adverse effect on the assets, liabilities, results of operations, condition (financial or disability to otherwise), earnings, business affairs or prospects, whether or not arising from transactions in the Company ordinary course of business, of such person and its subsidiaries, taken as a whole. Except with respect to Navajo Convenient Store Co., and each has full power and authority to ownLLC (which is a majority owned subsidiary), lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each subsidiary of the Company’s subsidiaries have Company has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held is owned by the Company are owned beneficially by or another subsidiary of the Company Company, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, charge or claimsother encumbrance (each, a "Lien"), except for the Liens under the (i) $100 million Second Amended and Restated Credit Agreement, dated as of May 14, 2002, among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent and as letter of credit bank, as amended by the First Amendment to Second Amended and Restated Credit Agreement, dated October 28, 2002, the Second Amendment to Second Amended and Restated Credit Agreement, dated September 30, 2003, and the Third Amendment to Second Amended and Restated Credit Agreement, dated February 9, 2004 (collectively, the "Revolving Credit Facility"), and (ii) Loan Agreement, dated as of May 14, 2002, among Giant Yorktown, Inc., Banc of America Leasing & Capital, LLC, and Wells Fargo Bank Nevada, National Association, as collateral agent, xx xmended by the Amendment to Loan Agreement and Omnibus Amendment, dated as of May 22, 2002, the Second Amendment to Loan Agreement and Omnibus Amendment, dated as of October 28, 2002, the Third Amendment to Loan Agreement and Omnibus Amendment, dated as of December 20, 2002, and the Fourth Amendment to Loan Agreement and Omnibus Amendment, dated as of February 9, 2004 (collectively, the "Term Loan Agreement"). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and incorporated, is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full incorporation, has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under each of this Agreement, the DTC Agreement, the Securities, and the Indenture. Each significant subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business in all material respects as described in the Disclosure Package and the Prospectus, . Each of the Company and each significant subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, have a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, or operations of the Company and its subsidiaries, subsidiaries taken as a whole, and has full power and authority to execute and perform the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets Securities or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to Indenture (a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each significant subsidiary of the Company’s subsidiaries Company have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. For purposes of this Agreement, the term “significant subsidiary” shall have the meaning set forth in Rule 405 under the Securities Act.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction of incorporation with full Delaware and has the corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Registration Statement and the Prospectus, Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where the failure to so qualify or to be so qualified does in good standing would not amount reasonably be expected, individually or in the aggregate, to have a material liability adverse effect on the condition (financial or disability to the Company and its subsidiariesotherwise), taken as a wholeearnings, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary business, management, properties, operations, assets, liabilities or prospects of the Company (a “Material Adverse Effect”). Each of the Company’s “subsidiaries” (as defined in Rule 405 under the Securities Act), has been duly incorporated or organized, as the case may be, and is duly organized and validly existing and as a corporation or company in good standing under the laws of its the jurisdiction of its incorporation or organization and has the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. Each of the Company’s subsidiaries is duly qualified as a foreign corporation, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualification, except where the failure to so qualify or to be so qualified does in good standing would not amount reasonably be expected to have a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all Material Adverse Effect. All of the issued and outstanding shares of share capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package Registration Statement and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claims.adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Axovant Sciences, Inc., Axovant Holdings Limited, Axovant Sciences GmbH, Axovant Sciences America, Inc., Axovant Treasury Holdings, Inc., Axovant Treasury, Inc. and Axovant Sciences Europe Ltd.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement and any Terms Agreement and to consummate the Transaction Documents; each subsidiary of the Company is transactions contemplated herein and therein. Each Subsidiary has been duly organized and is validly existing and as a corporation or limited liability company in good standing under the laws of its the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or has the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full requisite power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus, except for such jurisdictions where the failure to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Each of the Company and its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing under the laws of the jurisdiction of its incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus; , all of the issued and outstanding shares of capital stock of each equity interests of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those Subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those Subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation with full Delaware and has corporate power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute enter into and perform its obligations under this Agreement. Genetronics, Inc., VGX Pharmaceuticals, LLC and VGX Animal Health, Inc. are the Transaction Documents; each subsidiary Company’s only significant subsidiaries (as defined in Rule 1-02 (w) of Regulation S-X of the Company is Exchange Act) (each, a “Significant Subsidiary”). Each Significant Subsidiary has been duly organized and is validly existing and as a corporation in good standing under the laws of its the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or has the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full requisite power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Prospectus. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of Pennsylvania and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of Pennsylvania) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus; , all of the issued and outstanding shares of capital stock equity interests of each of the Company’s subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization and has the power and authority (corporate or other) to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Offering Memorandum and, in the case of each Issuer, to enter into and perform its obligations under this Agreement. Each of the Company and the Prospectussubsidiaries of the Company set forth on Schedule B attached hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where the failure to be so qualified does not amount to and in good standing would not, individually or in the aggregate, result in a material liability or disability to the Company and its subsidiaries, taken Material Adverse Change. Each “significant subsidiary” (as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary such term is defined in Rule 1-02 of Regulation S-X) of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all set forth on Schedule B attached hereto. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each of Subsidiary wholly owned by the Company’s subsidiaries Company or any other Subsidiary have been duly authorized and validly issued, are (in the case of capital stock) fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claims.adverse claim other than (A) the security interests created by that certain Credit Agreement, dated as of June 30, 2011, as amended, among, inter alia, the Company, the lenders party thereto and General Electric Capital Corporation as administrative agent, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith (the “Senior Credit Documents”) and (B) any other liens or security interests permitted by the Senior Credit Documents. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2012 and the subsidiaries listed in Schedule B attached hereto and (ii) such other entities omitted from Exhibit 21.1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2012 or Schedule B attached hereto which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X. All subsidiaries of the Company that are guarantors of the Senior Credit Documents and organized under the laws of a state of the United States are Guarantors, other than SPDH, Inc.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company, the Guarantors and each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, partnership or limited liability company in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization and has corporate or similar power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Guarantors, to enter into and perform its obligations under each of this Agreement, the Securities and the Indenture. Each of the Company, each of the Guarantors and each Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other ownership interest of each of the Company’s subsidiaries have subsidiary has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in is owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim, other than liens granted pursuant to the Company’s indebtedness as permitted under the Indenture. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (“Exhibit 21”), other than entities that were omitted from Exhibit 21 in compliance with Regulation S-K under the Securities Act (“Regulation S-K”) and entities that were acquired since such date.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing public company with limited liability under the law laws of its jurisdiction of incorporation with full The Netherlands and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. Each of its subsidiaries has been duly incorporated and is validly existing as a limited liability company or a corporation, as the case may be, in good standing, where such concept exists, under the laws of its jurisdiction of incorporation and has corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus, . Each of the Company and each subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required and such concept exists, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does in good standing would not amount to reasonably be expected to, individually or in the aggregate, result in a material liability adverse effect on the condition, financial or disability to otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim other than as described in the Disclosure Package and the Prospectus. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 8 to the Annual Report, except for any such corporation, association or other entity which is not a “significant subsidiary” as defined by Rule 1-02 of Regulation S-X under the Securities Act.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the law laws of its jurisdiction the State of incorporation Delaware, with full corporate power and authority to own, own or lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary Offering Memorandum. Each of the Company is Subsidiaries has been duly organized and is validly existing and as a corporation or limited liability company in good standing under the laws of its the jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershiporganization, leasing with corporate or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material limited liability or disability to the Company and its subsidiaries, taken as a whole, and each has full company power and authority to own, own or lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all Offering Memorandum. There are no subsidiaries, direct or indirect, of the issued Company that are “significant subsidiaries” as defined in the Preliminary Offering Memorandum, other than as set forth in Schedule C hereto. The Company and each of the Subsidiaries are duly qualified to transact business and are in good standing in all jurisdictions in which the conduct of their business or ownership or leasing of property requires such qualification except as would not be reasonably be expected to result in a Material Adverse Change. The outstanding shares of capital stock or membership interests of each of the Company’s subsidiaries Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable and, except as otherwise set forth in non-assessable. The outstanding shares of capital stock or membership interests of each of the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held Subsidiaries are owned by the Company are owned beneficially by the Company or another Subsidiary free and clear of any security interests, all liens, encumbrancesencumbrances and equities and claims, other than: (a) the pledges of such capital stock or membership interests existing on the date hereof made in connection with (A) the Credit Agreement, dated as of January 14, 2014 (the “Credit Agreement”), by and among Silgan Holdings Inc., Silgan Containers LLC, Silgan Plastics LLC, Silgan Containers Manufacturing Corporation, Silgan Can Company, Silgan Plastics Canada Inc., Silgan Holdings B.V., Silgan International Holdings B.V., certain other borrowers from time to time party thereto, various lenders from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Citigroup Global Markets Inc. and Xxxxxxx Sachs Bank USA, as Co-Documentation Agents, and (B) the US Pledge Agreement (as defined in the Credit Agreement) and (b) any such liens, encumbrances and equities and claims described in the Offering Memorandum or claimsthat would not reasonably be expected to result in a Material Adverse Change.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, limited liability company, partnership or other legal entity in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or formation and each has corporate, limited liability company, partnership or other power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company, to enter into and perform its obligations under this Agreement and the Merger Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or other legal entity to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity interests of each of the Company’s subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable andand are owned directly or indirectly by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction on voting or transfer or any other claim of any third party (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in or contemplated by the Pricing Disclosure Package and the Prospectus). The Company does not have any subsidiary not listed on Exhibit 21 to the Annual Report on Form 10-K which is required to be so listed other than each of the subsidiaries listed on Annex III hereto, such shares held by each of which became a subsidiary of the Company are owned beneficially by on the Company free and clear of any security interests, liens, encumbrances, equities or claimsdate set forth opposite its name.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, limited partnership or limited liability company, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has power and authority as a corporation, limited partnership or limited liability company, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Operating Partnership, to enter into and perform its obligations under this Agreement. Each of the Company and its subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect, on the condition, financial or disability to otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each subsidiary that is a corporation, all of the Company’s subsidiaries issued and outstanding limited and general partnership interests of each subsidiary that is a limited partnership and all of the issued and outstanding limited liability company interests (or other similar interests) of each subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except for general partnership interests) nonassessable and, except as otherwise set forth may be described in the Pricing Disclosure Package and the Prospectus (including the equity interests in following sentence, are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsLien (as defined below). Without limiting the generality of the foregoing (i) as of the date of this Agreement, liensthe Company is, encumbrancesand, equities as of the Closing Date and at any Subsequent Closing Date, the Company will be, the sole general partner of the Operating Partnership, and as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, subject to the redemption of common units of limited partnership interest of the Operating Partnership (the “Common Units”) in exchange for shares of Common Stock pursuant to the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (as amended through the date hereof, the “Partnership Agreement”), own 96.8% of the Common Units, (ii) as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, own 100% of the capital stock of Xxxxxx Realty Finance, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“KRF”), (iii) as of the date of this Agreement, KRF is, and, as of the Closing Date and at any Subsequent Closing Date, KRF will be, the sole general partner of Xxxxxx Realty Finance Partnership, L.P., a Delaware limited partnership (the “Finance Partnership”), and, as of the date of this Agreement, KRF does, and, as of the Closing Date and at any Subsequent Closing Date, KRF will, own a 1.0% partnership interest in the Finance Partnership, and, as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 99.0% partnership interest in the Finance Partnership, (iv) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own all of the capital stock of Xxxxxx Realty TRS, Inc., a Delaware corporation and wholly-owned subsidiary of the Operating Partnership (“KRTRS”), (v) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Services, LLC, a Delaware limited liability company (“KSLLC”), (vi) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100.0% interest in Xxxxxx XX LLC, (vii) as of the date of this Agreement, the Finance Partnership is, and, as of the Closing Date and at any Subsequent Closing Date, the Finance Partnership will, own a 100.0% partnership interest in Xxxxxx XX II LLC, (viii) as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, own a 99.0% interest in Xxxxxx Realty Management, L.P., a Delaware limited partnership (“KRMLP”), and, as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 1.0% partnership interest in KRMLP, (ix) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Realty Northside Drive, LLC, a Delaware limited liability company, and (x) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Realty 303, LLC, a Delaware limited liability company. The Company does not own or claimscontrol, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization and has the power and authority (corporate or other) to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package Offering Memorandum and, in the case of each Issuer, to enter into and perform its obligations under this Agreement. Each of the Company and the Prospectussubsidiaries of the Company set forth on Schedule B attached hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where the failure to be so qualified does not amount to and in good standing would not, individually or in the aggregate, result in a material liability or disability to the Company and its subsidiaries, taken Material Adverse Change. Each “significant subsidiary” (as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary such term is defined in Rule 1-02 of Regulation S-X) of the Company is set forth on Schedule B attached hereto. All of the issued and outstanding capital stock or other equity or ownership interests of each Subsidiary wholly owned by the Company or any other Subsidiary have been duly organized authorized and validly existing issued, are (in the case of capital stock) fully paid and in good standing under non-assessable and are owned by the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipCompany, leasing directly or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its through subsidiaries, taken free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim other than (A) the security interests created by that certain Credit Agreement, dated as a wholeof June 30, 2011, as amended, among, inter alia, the Company, the lenders party thereto and General Electric Capital Corporation as administrative agent, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith, and each has full power and authority to own, lease and operate its properties and assets and conduct its business including any documents entered into in connection with the refinancing thereof as described in the Pricing Disclosure Package and the Prospectus; all of Final Offering Memorandum (the issued “Senior Credit Documents”) and outstanding shares of capital stock of each of (B) any other liens or security interests permitted by the Senior Credit Documents. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable andAnnual Report on Form 10-K, except as otherwise set forth in amended, for the Pricing Disclosure Package fiscal year ended December 31, 2014 and the Prospectus subsidiaries listed in Schedule B attached hereto and (including the equity interests in ii) such other entities omitted from Exhibit 21.1 to the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2014 or Schedule B attached hereto which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X. All subsidiaries of the Company that have been pledged to lenders are guarantors of the Senior Credit Documents and organized under the Company’s secured indebtedness disclosed in laws of a state of the Pricing Disclosure Package and the Prospectus)United States are Guarantors, such shares held by the Company are owned beneficially by the Company free and clear of any security interestsother than SPDH, liens, encumbrances, equities or claims.Inc.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or formed, as applicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Registration Statement, the General Disclosure Package and the ProspectusProspectus and, in the case of the Company, to enter into and perform its obligations under the Operative Documents. Each of the Company and its subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount in good standing would not, individually or in the aggregate, reasonably be expected to result in a material liability Material Adverse Change. All of the issued and outstanding capital stock or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; other ownership interest of each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in other than the Pricing Disclosure Package outstanding capital stock or other ownership interest of the Target and the Prospectus (including the equity interests in its subsidiaries, is owned by the Company’s , directly or through its subsidiaries that have been pledged to lenders under (other than the Company’s secured indebtedness disclosed in the Pricing Disclosure Package Target and the Prospectusits subsidiaries), such shares held by the Company are owned beneficially by the Company free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. The only subsidiaries of the Company (other than the Target and its subsidiaries) are the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 the “Company’s 10-K”). Neither the Target nor its subsidiaries owns or controls, directly or indirectly, any corporation, association or other entity other than the persons listed in Schedule E hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated organized and is validly existing as a corporation corporation, limited partnership or limited liability company, as the case may be, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full organization and has power and authority as a corporation, limited partnership or limited liability company, as the case may be, to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Operating Partnership, to enter into and perform its obligations under this Agreement. Each of the Company and its subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, result in a material liability adverse effect, on the condition, financial or disability to otherwise, or on the earnings, business, properties or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as one entity (a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each subsidiary of the Company’s subsidiaries Company that is a corporation, all of the issued and outstanding limited and general partnership interests of each subsidiary of the Company that is a limited partnership and all of the issued and outstanding limited liability company interests (or other similar interests) of each subsidiary of the Company that is a limited liability company have been duly authorized and validly issued, are fully paid and (except for general partnership interests) nonassessable and, except as otherwise set forth may be described in the Pricing Disclosure Package and the Prospectus (including the equity interests in following sentence, are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsLien (as defined below). Without limiting the generality of the foregoing (i) as of the date of this Agreement, liensthe Company is, encumbrancesand, equities as of the Closing Date and at any Subsequent Closing Date, the Company will be, the sole general partner of the Operating Partnership, and as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, subject to the redemption of common units of limited partnership interest of the Operating Partnership (the “Common Units”) in exchange for shares of Common Stock pursuant to the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (as amended through the date hereof, the “Partnership Agreement”), own 97.2% of the Common Units, (ii) as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, own 100% of the capital stock of Xxxxxx Realty Finance, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“KRF”), (iii) as of the date of this Agreement, KRF is, and, as of the Closing Date and at any Subsequent Closing Date, KRF will be, the sole general partner of Xxxxxx Realty Finance Partnership, L.P., a Delaware limited partnership (the “Finance Partnership”), and, as of the date of this Agreement, KRF does, and, as of the Closing Date and at any Subsequent Closing Date, KRF will, own a 1.0% partnership interest in the Finance Partnership, and, as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 99.0% partnership interest in the Finance Partnership, (iv) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own all of the capital stock of Xxxxxx Realty TRS, Inc., a Delaware corporation and wholly-owned subsidiary of the Operating Partnership (“KRTRS”), (v) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Services, LLC, a Delaware limited liability company (“KSLLC”), (vi) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx XX, LLC, (vii) as of the date of this Agreement, the Finance Partnership is, and, as of the Closing Date and at any Subsequent Closing Date, the Finance Partnership will, own a 100% partnership interest in Xxxxxx XX II, LLC, (viii) as of the date of this Agreement, the Company does, and, as of the Closing Date and at any Subsequent Closing Date, the Company will, own a 99.0% interest in Xxxxxx Realty Management, L.P., a Delaware limited partnership (“KRMLP”), and, as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 1.0% partnership interest in KRMLP, (ix) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Realty Northside Drive, LLC, a Delaware limited liability company, (x) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Realty 303, LLC, a Delaware limited liability company, (xi) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in Xxxxxx Realty Management, L.P., a Delaware limited partnership, (xii) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in KR Liberty 901, LLC, a Delaware limited liability company, (xiii) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in KR Liberty 903, LLC, a Delaware limited liability company, (xiv) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in KR Liberty 905, LLC, a Delaware limited liability company, and (xv) as of the date of this Agreement, the Operating Partnership does, and, as of the Closing Date and at any Subsequent Closing Date, the Operating Partnership will, own a 100% interest in KR 201 3rd St, LLC, a Delaware limited liability company. The Company does not own or claimscontrol, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, collectively, the “Significant Subsidiaries”) has been duly incorporated organized and is validly existing as a corporation corporation, limited liability company, general partnership or limited partnership, as the case may be, and in the case of a corporation, limited liability company or limited partnership is in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or formation, and has corporate, limited liability company, general or limited partnership power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business respective businesses as described in the Pricing Registration Statement, the General Disclosure Package and the ProspectusProspectus and, in the case of the Company, to enter into and perform its obligations under this Agreement; and attached hereto as Exhibit B is an accurate and complete list of the Significant Subsidiaries. Each of the Company and its Significant Subsidiaries is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualifications are required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusinesses, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock stock, limited liability company interests or general or limited partnership interests, as the case may be, of each of the Company’s subsidiaries Significant Subsidiary have been duly authorized and validly issued and, to the extent applicable, are fully paid and nonassessable andnonassessable. All such shares, except limited liability company interests or general or limited partnership interests, as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in case may be, owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim. At the date of filing, the Company did not have any Significant Subsidiary not listed on Exhibit 21 to the Company’s most recent Annual Report on Form 10-K which was required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and assets and to conduct its business as described in the Pricing General Disclosure Package and the ProspectusFinal Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to in good standing would not, individually or in the aggregate, have a material liability adverse effect on (i) the condition, financial or disability to otherwise, or in the earnings, management, business, properties, results of operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken considered as a whole, and has full power and authority one entity or (ii) the ability of the Company to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a wholeunder, and each has full power and authority to ownconsummate the transactions contemplated by, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all this Agreement (each, a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except for such security interests, mortgages, pledges, liens, encumbrancesencumbrances or claims pursuant to the Credit Agreement or the Indenture, equities or claimsincluding, without limitation, the pledge of the shares of Services under the Credit Agreement, and disclosed in the General Disclosure Package. The Company does not have any subsidiary other than Services and those listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company, the Guarantors and each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation corporation, partnership or limited liability company in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization and has corporate or similar power and authority to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Disclosure Package and the ProspectusProspectus and, in the case of the Company and the Guarantors, to enter into and perform its obligations under each of this Agreement, the Securities and the Indenture. Each of the Company, each of the Guarantors and each Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except for such jurisdictions where the failure to so qualify or to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other ownership interest of each of the Company’s subsidiaries have subsidiary has been duly authorized and are validly issued, is fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package non-assessable and the Prospectus (including the equity interests in is owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claimsclaim, other than liens granted pursuant to the Company’s indebtedness as permitted under the Indenture. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (“Exhibit 21”), other than entities that were omitted from Exhibit 21 in compliance with Regulation S-K under the Securities Act (“Regulation S-K”) and entities that were acquired since such date.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and each of its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation or other entity, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization and has the power and authority (corporate or other) to own, lease and operate its properties and assets and to conduct its business as described in the Pricing Registration Statement, Time of Sale Disclosure Package and the ProspectusProspectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each of its subsidiaries is duly qualified as a foreign corporation or other entity, as applicable, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualificationbusiness, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownershipwould not reasonably be expected, leasing individually or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all aggregate, to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth described in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Registration Statement, Time of Sale Disclosure Package and the Prospectus), such shares held are owned by the Company are owned beneficially by (directly or through the Company Company’s other subsidiaries) free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claims.adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended 2010 and (ii) such other entities omitted from Exhibit 21.1 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.

Incorporation and Good Standing of the Company and its Subsidiaries. The Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the law laws of the jurisdiction of its jurisdiction of incorporation with full or organization except where the failure to do so would not reasonably be expected to cause a Material Adverse Change, and has the power and authority (corporate or other) to own, lease and operate its properties and assets and to conduct its business as described in each Applicable Prospectus and, in the Pricing Disclosure Package case of the Company, to enter into and perform its obligations under this Agreement. Each of the ProspectusCompany and each subsidiary (for the purposes of this Agreement, “subsidiaries” shall mean the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as amended by Amendment No. 1 on Form 10-K/A filed on March 31, 2011, and “subsidiary” shall mean any one of them) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which its ownershipsuch qualification is required, whether by reason of the ownership or leasing or operation of its properties or assets property or the conduct of its business requires such qualification, except where the failure to do so would not reasonably be so qualified does not amount expected to cause a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each of the Company’s subsidiaries subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in are owned by the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company directly or through subsidiaries, free and clear of any security interestsinterest, liensmortgage, encumbrancespledge, equities lien, encumbrance or claims.adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as amended by Amendment No. 1 on Form 10-K/A filed on March 31, 2011, and (ii) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.