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. 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 organized and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate or limited liability company 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 and, in the case of the Company, to execute, deliver and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the Significant Subsidiaries is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized 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 laws of the jurisdiction of its incorporation or organization formation, as applicable, and has corporate corporate, partnership or limited liability company company, as applicable, power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the CompanyCompany and the Guarantors, to execute, deliver enter into and perform its obligations under each of this Agreement, the Indenture Securities, the Indenture, Security Documents and the NotesIntercreditor Agreements, as applicable. Each of the Company and the Significant Subsidiaries each subsidiary is duly qualified as a foreign corporation corporation, limited partnership or limited liability company company, as applicable, 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 businessbusiness as described in the Disclosure Package, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities other ownership interest of each wholly-owned Significant Subsidiary have subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed in the Disclosure Package. 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 Specified Annual Report.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate or limited liability company 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 and, in the case of the Company, to execute, deliver and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the Significant Subsidiaries is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized incorporated and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate or limited liability company 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 and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the Significant Subsidiaries each subsidiary is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or 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, considered as one entity (a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through wholly-owned 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 Exhibit 21.1 to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized incorporated or formed and is validly existing as a corporation or corporation, limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has corporate or corporate, limited liability company company, partnership or other 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 and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the each Significant Subsidiaries Subsidiary is duly qualified as a foreign corporation or corporation, limited liability company company, partnership or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, 2014 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized incorporated and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate or limited liability company 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 and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the Significant Subsidiaries its subsidiaries is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or 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, considered as one entity (a "Material Adverse ChangeEffect"). All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through wholly-owned 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 Exhibit 21.1 to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized incorporated or formed and is validly existing as a corporation or corporation, limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has corporate or corporate, limited liability company company, partnership or other 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 and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the each Significant Subsidiaries Subsidiary is duly qualified as a foreign corporation or corporation, limited liability company company, partnership or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, 2018 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company’s Significant Subsidiaries and its jurisdiction of formation is set forth on Schedule B attached hereto. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) Subsidiaries has been duly organized incorporated and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate or limited liability company 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 and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the Significant Subsidiaries each subsidiary is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to would, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.. The Company does not have any subsidiary not listed on Exhibit 21 to the Annual

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized incorporated or formed and is validly existing as a corporation or corporation, limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has corporate or corporate, limited liability company company, partnership or other 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 and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the each Significant Subsidiaries Subsidiary is duly qualified as a foreign corporation or corporation, limited liability company company, partnership or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, 2016 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized incorporated or formed and is validly existing as a corporation or corporation, limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has corporate or corporate, limited liability company company, partnership or other 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 and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the each Significant Subsidiaries Subsidiary is duly qualified as a foreign corporation or corporation, limited liability company company, partnership or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, 2010 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X), as promulgated by the Commission (“Significant Subsidiaries”) ), has been duly organized incorporated or organized, as the case may be, and is validly existing as a corporation or limited liability company, as applicable, company in good standing (as applicable) under the laws of the jurisdiction of its incorporation in which it is chartered or organization and has organized with corporate (or limited liability company company) power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus Final Offering Memorandum and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the each Significant Subsidiaries Subsidiary is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in (as applicable) under the laws of each jurisdiction in which requires such qualification or is required, whether subject to no material liability or disability by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify or to be qualified in good standing would not reasonably be expected to result in a Material Adverse Changeany such jurisdiction. All of the issued and outstanding shares of capital stock or equity securities limited liability company interests, as applicable, of each wholly-owned Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except as set forth in the Disclosure Package, are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w02(10) of Regulation S-X, the “Significant Subsidiaries”) has been duly organized incorporated or formed and is validly existing as a corporation or limited liability company, as applicable, other business entity in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate or limited liability company other business entity 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 and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the Significant Subsidiaries each subsidiary is duly qualified as a foreign corporation or limited liability company other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to result result, individually or in the aggregate, in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. 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. Each of the Company and its each “significant subsidiaries subsidiary” of the Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized incorporated or formed and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, company in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate or limited liability company similar power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the Significant Subsidiaries each Subsidiary is duly qualified as a foreign corporation corporation, partnership or limited liability company company, as applicable, 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 reasonably be expected to not, individually or in the aggregate, result in a Material Adverse ChangeEffect. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable non-assessable and are is owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, other than liens granted pursuant to the Company’s Credit Agreement with (i) DCFS, LLC and Toyota Motor Credit Corporation (the “U.S. Credit Agreement”) and (ii) the Royal Bank of Scotland (the “U.K. Credit 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 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, other than entities acquired since such date.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized incorporated or formed and is validly existing as a corporation or corporation, limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has corporate or corporate, limited liability company company, partnership or other 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 and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the each Significant Subsidiaries Subsidiary is duly qualified as a foreign corporation or corporation, limited liability company company, partnership or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, 2012 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized and is validly existing as a corporation or limited liability company, as applicable, and in good standing (if applicable) under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority, corporate or limited liability company power and authority other, to own or lease, as the case may be, and operate its properties and to conduct its business as described in or contemplated by the Disclosure Package Package, the Prospectus and the Prospectus Canadian Final Prospectus, 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 CompanyCompany and the Guarantors, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the Significant Subsidiaries each Guarantor is duly qualified as a foreign corporation or limited liability company other entity to transact business and is in good standing (if applicable) 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 not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities other ownership interests of each wholly-owned Significant Subsidiary significant subsidiary (as defined in Rule 405 under the Securities Act) have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lienlien or encumbrance, encumbrance except as described in the Disclosure Package, the Prospectus and the Canadian Final Prospectus. The Company does not own or claimcontrol, 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, 2013.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized incorporated or formed and is validly existing as a corporation or corporation, limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has corporate or corporate, limited liability company company, partnership or other 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 and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the each Significant Subsidiaries Subsidiary is duly qualified as a foreign corporation or corporation, limited liability company company, partnership or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, 2013 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized incorporated and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate or limited liability company power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture . The Company and the Notes. Each each subsidiary of the Company and the Significant Subsidiaries is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary have subsidiary of the Company has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company, directly or through wholly-owned 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 Exhibit 21 to the Registration Statement. Except as described in the Prospectus, as a result of the separation of the Company from Millipore Corporation (the "Parent"), all assets previously owned by the Parent or any of its subsidiaries relating to the businesses of the Company are owned, leased or licensed directly or indirectly through one or more subsidiaries, by the Company, except where the failure of the Company to own, lease or license such assets would not reasonably be expected to result in a Material Adverse Change.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized incorporated or formed and is validly existing as a corporation or corporation, limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has corporate or corporate, limited liability company company, partnership or other 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 and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the each Significant Subsidiaries Subsidiary is duly qualified as a foreign corporation or corporation, limited liability company company, partnership or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of each wholly-owned Significant Subsidiary subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, 2017 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company Company, the Guarantors and its significant subsidiaries each other Significant Subsidiary (as that term is defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly organized incorporated or formed and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate or limited liability company power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus Offering Memorandum and, in the case of the Company, Company and the Guarantors to execute, deliver enter into and perform its their respective obligations under each of this Agreement, the Indenture Registration Rights Agreement, the DTC Agreement, the Notes, the Exchange Notes and the NotesIndenture. Each of the Company Company, the Guarantors and the each other Significant Subsidiaries Subsidiary is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or equity securities of the Guarantors and each wholly-owned other Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and are (other than the capital stock of DASI) is owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.claim (except for those

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X), all of which are listed on Annex A hereto (the “Significant Subsidiaries”) ), has been duly organized incorporated or organized, as applicable, and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization organization, as applicable, and has the power and authority (corporate or limited liability company power and authority company) 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 and, in the case of the Company, to execute, deliver enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Company and the each Significant Subsidiaries Subsidiary is duly qualified as a foreign corporation or limited liability company entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to not, individually or in the aggregate, result in a material adverse effect on the condition, financial or 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, considered as one entity (a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock stock, units or equity securities membership interests, if applicable, of each wholly-owned Significant Subsidiary subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, other than in conjunction with the Company’s credit agreement, are owned by the Company, directly or through wholly-owned 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 Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.