Common use of Organization and Ownership of Shares of Subsidiaries; Affiliates Clause in Contracts

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, organization and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this AgreementAgreement or the Indenture. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the any agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains as of the date of the Closing (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is on the date of the Closing a Qualified Asset Subsidiary Guarantor or another Subsidiary Guarantorand/or a Material Subsidiary, (2ii) of the Unconsolidated Guarantor’s Affiliates, other than Subsidiaries, and (3iii) of each Constituent Companyof the Guarantor’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Material Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4 as of the date of the Closing and except for Liens incurred after the date of the Closing that is prohibited by this Agreementare permitted pursuant to Section 10.3). (c) Each Material Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity andand is, where if applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Material Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Material Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on in Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Material Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Material Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Obligors’ Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Obligors and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Obligors’ Affiliates, other than Subsidiaries, and (3iii) each Constituent Company’s of the Obligors’ directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor an Obligor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing (to the extent applicable) under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual contractual, or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law and fraudulent conveyance statutes or similar statutesstatutes and applicable restrictions contained in section 305(a) of the Federal Power Act, as amended), restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor an Obligor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar Equity Interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2) the Unconsolidated AffiliatesSubsidiary, and (32) each Constituent Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, transact except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of of: (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. Except for those Subsidiaries listed in the definition of Unrestricted Subsidiary, each Subsidiary listed in Schedule 5.4 is designated as a Restricted Subsidiary of the Company. (b) All of the outstanding shares of Capital Stock of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4 and except with respect to foreign Subsidiaries that is prohibited by this Agreementindividually or in the aggregate are not Material and the consequence of which would not in the aggregate result in a Material Adverse Effect). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Restricted Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement or any other Note Document, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate corporate, partnership or limited liability company law or similar statutes) restricting the ability of such Restricted Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Restricted Subsidiaries that owns outstanding shares of Capital Stock of such Restricted Subsidiary, except legal restrictions or agreements by foreign Subsidiaries that individually or in the aggregate are not Material and the consequence of which would not in the aggregate result in a Material Adverse Effect.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company's (1i) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated Affiliates, other than Subsidiaries, and (3iii) each Constituent Company’s directors and senior officers. Schedule 5.4 also identifies all Significant Subsidiaries as of February 2, 1997. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on in Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Obligors’ Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Obligors and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Obligors’ Affiliates, other than Subsidiaries, and (3iii) each Constituent Company’s of the Obligors’ directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor an Obligor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing (to the extent applicable) under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. Vectren Utility Holdings, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Inc. Note Purchase Agreement (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual contractual, or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law and fraudulent conveyance statutes or similar statutesstatutes and applicable restrictions contained in section 305(a) of the Federal Power Act, as amended), restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor an Obligor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 (as may be amended in connection with a Closing in accordance with Section 4.1 hereunder) contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. (ba) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (cb) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (dc) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Restricted and Unrestricted Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s directors and senior officers.. STEPAN COMPANY NOTE PURCHASE AGREEMENT (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, regulatory or contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists lists, as of the First Closing Date, of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Subsidiary Guarantor or another Subsidiary Guarantor, and (2ii) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior executive officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, and, to the extent applicable, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s SubsidiariesSubsidiaries (including the Company), showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2) the Unconsolidated AffiliatesSubsidiary, and (3ii) of each Constituent CompanyPerson known by the Obligors as the Obligor’s directors and senior officersAffiliates, other than Subsidiaries. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Obligors and its their Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Obligors or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where legally applicable, is in good standing in each other jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than any Financing Agreement, the agreements listed on in Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) of the Unconsolidated Affiliates, and (3) each Constituent Company’s 's directors and senior officers. Schedule 5.4 also identifies each Restricted Subsidiary and each Unrestricted Subsidiary as of the date of this Agreement. No Subsidiary listed in Schedule 5.4 is a guarantor under the Bank Credit Agreement other than the Subsidiary Guarantors listed in Section 4.5. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organizedincorporated, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transacttransact and, except where the failure to do so could not, individually or in the aggregatecase of Subsidiary Guarantors, reasonably be expected to have a Material Adverse Effectexecute and deliver and perform its obligations under their respective Subsidiary Guarantees. (d) No Restricted Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar Equity Interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, a Significant Subsidiary and/or an Excluded Subsidiary, (2) the Parent Guarantor’s Affiliates, other than Subsidiaries and identifying each Unconsolidated AffiliatesAffiliate, and (3) each Constituent Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar Equity Interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s SubsidiariesSubsidiaries (including any joint venture that is a Subsidiary of the Company), showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock outstanding owned by the Parent Guarantor Company and each other Subsidiary, whether such Subsidiary is a Significant Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated Company’s joint ventures and Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this AgreementAgreement and, to the extent that such Subsidiary is a corporation, are fully paid and non-assessable. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary Subsidiary, and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantorspecifying those Subsidiaries that are Material Subsidiaries, (2ii) of the Unconsolidated Company's Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s 's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 5.4, and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent Guarantor’s each Obligor's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Obligors and each other Subsidiary Subsidiary, and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantorall other Investments of each Obligor and their Subsidiaries, (2ii) the Unconsolidated each Obligor's Affiliates, other than Subsidiaries, and (3iii) each Constituent Company’s Obligor's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Obligors and its their Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Obligors or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than the agreements listed on Schedule 5.4 this Agreement and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Obligors or any of its their Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 5.4(a) contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is shall be a Qualified Asset Subsidiary Guarantor or another an Undertaking Subsidiary Guarantor, as of the date of the Closing and (2ii) of the Unconsolidated Company’s Affiliates, and (3other than Subsidiaries. Schedule 5.4(b) each Constituent sets forth the corporate structure of the Company as of the date hereof. Schedule 5.4(c) sets forth the Company’s directors and senior officersofficers as of the date hereof. As of the date of the Closing, Xxx Xxxxxxx owns, directly or indirectly, more voting shares of the Company than any other shareholder or group of related or affiliated shareholders of the Company. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 5.4(a) as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited (except as otherwise disclosed in Schedule 5.4(a) and except as created by this Agreementany Security Document and in connection with the Credit Agreement and the Note Agreements). (c) Each Subsidiary (other than a Subsidiary Guarantoridentified in Schedule 5.4(a) is a corporation or other legal entity duly organized, validly existing and, where if applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity andand is, where if applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or transact as described in the aggregateDisclosure Documents and, reasonably be expected in the case of the Subsidiary Guarantors, to have execute and deliver the Financing Documents to which each is a Material Adverse Effectparty and to perform their respective obligations thereunder. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 5.4(d), the Credit Agreement, the Note Agreements and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists as of the Execution Date of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Company’s Unconsolidated Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors trustees and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable assessable, to the extent applicable, and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutesstatutes or any documents governing Nonrecourse Indebtedness) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent Guarantor’s SubsidiariesSubsidiaries of the Company, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and as to each Domestic Subsidiary, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated AffiliatesAffiliates of the Company, other than Subsidiaries, and (3iii) each Constituent Company’s the directors and senior officersexecutive officers of the Company. None of the Subsidiaries constitutes a Material Domestic Subsidiary as of the applicable Closing. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Material Domestic Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and Company or its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary of its Subsidiaries free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other entity power and authority to own or hold under lease the material properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the Prudential Shelf Agreement, the Credit Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 6.4 contains (except as noted therein) complete and correct lists of (1) of the Parent Guarantor’s Subsidiaries, showing, as to each such Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor and each of its other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiaries, (2) of the Unconsolidated Parent Guarantor’s Affiliates, other than its trustees, officers, directors and Subsidiaries (or trustees, officers and directors of such Subsidiaries), and (3) of each Constituent Company’s directors and senior executive officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 6.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor or another Subsidiary of its Subsidiaries free and clear of any Lien that is prohibited by this AgreementEncumbrance (except as otherwise disclosed in Schedule 6.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 6.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary identified in Schedule 6.4 has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and lease, to transact the business it transacts and proposes to transacttransact and, except where the failure to do so could not, individually or in the aggregatecase of each such Subsidiary that is a Subsidiary Guarantor, reasonably be expected to have a Material Adverse Effect.execute and deliver the Subsidiary Guaranty Agreement and to perform the provisions thereof. Back to Contents (d) No Subsidiary identified in Schedule 6.4 is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 6.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Issuer or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, other than restrictions under certain loan documents encumbering the properties owned by a Subsidiary of the Issuer which may prohibit the making of distributions by such Subsidiary following an event of default thereunder.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, (iii) the External Manager and its Affiliates, and (3iv) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. WhiteHorse Finance, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Inc. Note Purchase Agreement (d) No Subsidiary is subject to any Material legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of and each class of its Capital Stock Equity Interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of Persons known to the Unconsolidated Company as the Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other equivalent power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or and in the aggregatecase of the Subsidiary Guarantors, reasonably be expected to have a Material Adverse Effectexecute and deliver the Guaranty Agreement and to perform the provisions thereof. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock Equity Interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) as of August 2, 2017 (1since which date there have been no Material changes) of the Subsidiaries of the Parent Guarantor’s SubsidiariesGuarantor and the Company, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock the Equity Interests outstanding owned by the Parent Guarantor Guarantor, the Company, and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Parent Guarantor’s and the Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Parent Guarantor’s and the Company’s directors directors, and senior officers. (b) All of the outstanding shares of Capital Stock Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor or the Company and its their respective Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable (in the case of capital stock) and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, except as noted in Schedule 5.4, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other legal power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. Agree Limited Partnership Uncommitted Master Note Facility (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Guarantor, the Company or any of its their respective Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary it is a Qualified Asset Guarantor or another an Initial Subsidiary Guarantor, (2) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreementunder the Financing Documents. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and lease, to transact the business it transacts and proposes to transact, except where to execute and deliver the failure Financing Documents to do so could not, individually or in which it is a party and to perform the aggregate, reasonably be expected to have a Material Adverse Effectprovisions thereof. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) as of June 30, 2016 (1since which date there have been no Material changes) of the Subsidiaries of the Parent Guarantor’s SubsidiariesGuarantor and the Company, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock the Equity Interests outstanding owned by the Parent Guarantor Guarantor, the Company, and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Parent Guarantor’s and the Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Parent Guarantor’s and the Company’s directors directors, and senior officers. (b) All of the outstanding shares of Capital Stock Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor or the Company and its their respective Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable (in the case of capital stock) and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this (except as otherwise disclosed in Schedule 5.4). Agree Limited Partnership Note Purchase Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, except as noted in Schedule 5.4, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other legal power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Guarantor, the Company or any of its their respective Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Company's Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s 's directors and senior officers. Schedule 5.4 identifies which Subsidiaries are designated Restricted Subsidiaries at the date of the Closing. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Restricted Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Restricted Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Restricted Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Restricted Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Restricted Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is will on the date of the Closing be a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) of the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited (other than any Lien created by this Agreementstatute or by operation of law and the Mexican Pledge), and except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which it carries on business, where such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecttransacts. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the Major Credit Facility, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorWhitestone REIT’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by Whitestone REIT, the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated Whitestone REIT’s Affiliates, other than Subsidiaries, and (3iii) each Constituent Company’s the directors and senior officersofficers of Whitestone REIT and the Company. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by Whitestone REIT, the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by Whitestone REIT, the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation limited liability company, limited partnership or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the Credit Agreement and the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) to the Unconsolidated knowledge of the Company, of the Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are are, in the case of Domestic Subsidiaries, fully paid and non-assessable and nonassessable and, in all cases, are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is other than a Lien which would not be prohibited by this AgreementSection 10.5. (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, transact except where the failure to do so have such corporate or other power and authority could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any Material legal, Material regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such SubsidiarySubsidiary except for restrictions contained in agreements or contracts which would be permitted by the provisions of Section 10.8.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) of the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, organization and the percentage of shares of each class of its Capital Stock capital stock or similar Equity Interests outstanding owned by the Parent Guarantor and each of its other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiaries, (2) of the Unconsolidated Parent Guarantor’s Affiliates, other than its Subsidiaries, and (3) of each Constituent Company’s directors and senior officers. On the date of the Closing, the only Significant Subsidiaries are the Company and MECO. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor or another Subsidiary of its Subsidiaries free and clear of any Lien that is prohibited by this AgreementLien. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Significant Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 10.5, the regulatory authority of the Hawaii Public Utilities Commission and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Significant Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Significant Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar Equity Interests of such Significant Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of of: (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. Each Subsidiary listed in Schedule 5.4 is designated as a Restricted Subsidiary of the Company. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Restricted Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate corporate, partnership or limited liability company law or similar statutes) restricting the ability of such Restricted Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Restricted Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Restricted Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Company's Subsidiaries, showing, as to each Subsidiary, its status (whether a Restricted or Unrestricted Subsidiary), the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Company's Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s 's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Restricted Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Restricted Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Restricted Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Restricted Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Restricted Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s each Obligor's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor each Obligor and each other Subsidiary and whether such Subsidiary is will on the date of the Closing be a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated of each Obligor's Affiliates, other than Subsidiaries, and (3iii) of each Constituent Company’s Obligor's directors and senior officers. (b) All of the outstanding or issued shares of Capital Stock capital stock, shares or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor each Obligor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor each Obligor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly incorporated or organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation or organization, and is duly qualified as a foreign corporation corporation, where applicable, or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than the Financing Agreements, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor any Obligor or any of its Subsidiaries that owns outstanding or issued shares of Capital Stock capital stock, shares or similar equity interests of such Subsidiary. (e) A group structure chart included in Schedule 5.4 shows all members of the Group (and all Joint Ventures and minority interests held by any member of the Group). (f) 100% of the issued share capital of each Obligor is directly or indirectly wholly owned by the Company (other than Ambassador Brokerage Limited). (g) 60% or more of the issued share capital of Ambassador Brokerage Limited is directly or indirectly owned by the Company. (h) In the case of the Company and each borrower or guarantor under the South African Facility, the group structure chart in Schedule 5.4 shows the shareholders of and their percentage shareholdings in each obligor under the South African Facility and the shareholders of or partners in such entities.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Company's Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s 's directors and senior officers. Except as set forth in Schedule 5.4, the Company does not own, directly or indirectly, any equity interest in any other Person. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1a) the Parent GuarantorCompany’s Restricted and Unrestricted Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2b) the Unconsolidated Company’s Affiliates, other than Subsidiaries and (3c) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Restricted Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary, whether such Subsidiary is a Subsidiary Guarantor and whether such Subsidiary is a Qualified Asset Guarantor Restricted or another Unrestricted Subsidiary Guarantorhereunder, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. MSC Industrial Direct Co., except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Inc. Note Purchase Agreement (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Restricted Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 5.4(a) contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is shall be a Qualified Asset Subsidiary Guarantor or another an Undertaking Subsidiary Guarantor, as of the date of the Closing and (2ii) of the Unconsolidated Company’s Affiliates, and (3other than Subsidiaries. Schedule 5.4(b) each Constituent Company’s directors and senior officerssets forth the corporate structure of the Company as of the date hereof. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 5.4(a) as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited (except as otherwise disclosed in Schedule 5.4(a) and except as created by this Agreementany Security Document and in connection with the Credit Agreement and the Note Agreements). (c) Each Subsidiary (other than a Subsidiary Guarantoridentified in Schedule 5.4(a) is a corporation or other legal entity duly organized, validly existing and, where if applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity andand is, where if applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or transact as described in the aggregateDisclosure Documents and, reasonably be expected in the case of the Subsidiary Guarantors, to have execute and deliver the Financing Documents to which each is a Material Adverse Effectparty and to perform their respective obligations thereunder. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, regulatory contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 5.4(d), the Credit Agreement, the Note Agreements and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists as of December 31, 2023 of (1i) the Parent GuarantorParent’s and the Issuer’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Parent, the Issuer and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated Parent’s and the Issuer’s Affiliates, other than Subsidiaries, and (3iii) each Constituent Companythe Parent’s and the Issuer’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Parent, the Issuer and its their Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Parent, the Issuer or another Subsidiary free and clear of any Lien that is prohibited by this Agreement.. STAG Industrial Operating Partnership, L.P. Note Purchase Agreement (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Parent, the Issuer or any of its their Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, (iii) the External Manager and its Affiliates, and (3iv) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any Material legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether or not such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorDormant Company, (2ii) of the Unconsolidated Company's Affiliates, other than Subsidiaries, and (3iii) of each Constituent Company’s of the Issuer's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its the Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien in the case of the capital stock of the Co-Issuer, and in the case of the capital stock or other equity interests of all other Subsidiaries, free and clear of any Lien except Liens that is prohibited would be permitted by this AgreementSection 10.3 or as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (identified in Schedule 5.4 other than a Subsidiary Guarantor) any Dormant Company is a corporation or other legal entity duly organized, validly existing and, where applicable, and (to the extent such concept is recognized in such jurisdiction) in good standing under the laws of its jurisdiction of organization, and (to the extent such concepts are recognized in such jurisdictions) is duly qualified as a foreign corporation or other legal entity and, where applicable, and (to the extent such concept is recognized in such jurisdictions) is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where to execute and deliver the failure Financing Documents to do so could not, individually or in which such Subsidiary is a party and to perform the aggregate, reasonably be expected to have a Material Adverse Effectprovisions thereof. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries Subsidiary that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 (as such Schedule may be updated pursuant to Section 4.1(a)) contains (except as noted therein) complete and correct lists of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the nature and percentage of shares of each class of its Capital Stock capital stock or similar Equity Interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2) the Company’s Affiliates, other than Subsidiaries and identifying each Unconsolidated AffiliatesAffiliate, and (3) each Constituent Company’s the directors and senior officersofficers of Xxxxxx REIT and the Company. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutesstatutes and customary limitations imposed by the terms of agreements governing Nonrecourse Indebtedness) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar Equity Interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar Equity Interests outstanding owned by the Parent Guarantor Company and each other Subsidiary (including the identity of each such owner) and, if such Subsidiary is not a Wholly-Owned Subsidiary, to the Company’s knowledge, the identity of the holders of the other shares or similar Equity Interests, and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this AgreementAgreement and with the unencumbered right to vote such shares or other Equity Interests. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other entity power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar Equity Interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 (as may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) contains (except as noted therein) complete and correct lists as of the date of the applicable Closing of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, and (2ii) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors trustees and senior officers.. HPS CORPORATE LENDING FUND NOTE PURCHASE AGREEMENT (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 (as may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, and, to the extent applicable, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) Guarantor is a corporation limited liability company or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organizationorganization or incorporation, as applicable, and is duly qualified as a foreign corporation limited liability company or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than except in those jurisdictions as to which where the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary Guarantor has the corporate limited liability company or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary Guarantor is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 (as may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary Guarantor to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries other Obligor that owns outstanding shares of Capital Stock capital stock or similar equity interests of such SubsidiarySubsidiary Guarantor.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) each of the Parent Guarantor’s Issuers’ Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock or similar equity interests outstanding owned by the Parent Guarantor such Issuer and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of each of the Unconsolidated Issuers’ Affiliates, other than Subsidiaries, and (3iii) of each Constituent Company’s of the Issuers’ directors and senior officers. (b) All of the outstanding shares of Capital Stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor an Issuer and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor such Issuer or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or and in the aggregatecase of the Original Subsidiary Guarantors, reasonably be expected to have a Material Adverse Effectexecute and deliver the Subsidiary Guaranty and to perform the provisions thereof. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor an Issuer or any of its Subsidiaries that owns outstanding shares of Capital Stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary Subsidiary, and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantorall other Investments of the Obligors and their Subsidiaries, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Obligors and its their Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable (except, with respect to capital stock of a Wisconsin corporation, as otherwise provided in former Section 180.0622(2) of the Wisconsin Business Corporation Law, as judicially interpreted, for debts incurred prior to June 14, 2006) and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Domestic Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organizedincorporated (or organized if not a corporation), validly existing and, where applicable, and in good standing (or equivalent status) under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing (or equivalent status) in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing (or equivalent status) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Domestic Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecttransacts. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and 5.4, customary limitations imposed by corporate law corporate, limited liability company, limited partnership or similar statutes, and other restrictions and conditions imposed by Governmental Authorities under applicable law) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of each Obligor’s (1i) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor each Obligor and each other Subsidiary and whether such Subsidiary is will on the date of the Closing be a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated Affiliates, other than Subsidiaries, and (3iii) each Constituent Company’s directors and senior officers. (b) All of the outstanding or issued shares of Capital Stock capital stock, shares or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor each Obligor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor each Obligor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantorthe Obligors) identified in Schedule 5.4 is a corporation or other legal entity duly incorporated or organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation or organization, and is duly qualified as a foreign corporation corporation, where applicable, or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other organizational power and authority authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so have such power or authority could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than the 2011 Agreements and the agreements listed on Schedule 5.4 under the heading “Agreements Restricting Dividends” and customary limitations imposed by corporate applicable law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor any Obligor or any of its Subsidiaries that owns outstanding or issued shares of Capital Stock capital stock, shares or similar equity interests of such Subsidiary. (e) A group structure chart included in Schedule 5.4 shows all members of the Group (and all Joint Ventures and minority interests held by any member of the Group). (f) Except as set forth on Schedule 5.4 with respect to UTi Inventory Management Solutions Inc., 100% of the issued share capital of each Obligor (other than the Company) is directly or indirectly wholly owned by the Company. (g) In the case of each borrower or guarantor under the South African Facilities, the group structure chart in Schedule 5.4 shows the shareholders of and their percentage shareholdings in each obligor under the South African Facilities and the shareholders of or partners in such entities. UTi Worldwide Inc. Note Purchase Agreement

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, its status (whether a Restricted or Unrestricted Subsidiary), the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Restricted Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Restricted Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Restricted Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Restricted Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Restricted Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s directors and senior officers, in each case as of the date of this Agreement. As of the date of this Agreement, except as disclosed in Schedule 5.4, no Subsidiary is liable under a Guarantee with respect to any Indebtedness of the Company or any Domestic Subsidiary under the Primary Credit Facility and no Domestic Subsidiary is a borrower or co-borrower under the Primary Credit Facility. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable, as applicable, and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and lease, to transact the business it transacts and proposes to transact, except where to execute and deliver the failure Transaction Documents to do so could not, individually or in which it is a party and to perform the aggregate, reasonably be expected to have a Material Adverse Effectprovisions thereof. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary Subsidiary, and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantorall other Investments of the Company and its Subsidiaries, (2ii) of the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock or XXX Partners, Inc. Guaranty similar equity interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Guarantor’s Affiliates, other than Subsidiaries, and (3iii) each Constituent Companyof the Guarantor’s directors and senior officers. (b) Ownership interests in the Guarantor are as set forth in Schedule 5.4. (c) All of the outstanding shares of Capital Stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (cd) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a partnership, limited liability company, corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the partnership, limited liability, corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (de) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual or other restriction (other than this Guaranty, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutesstatutes and regulatory restrictions) restricting in any Material respect the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 (as such schedule may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) contains (except as noted therein) complete and correct lists lists, as of the date of the Closing, of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, and (2ii) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 (as such schedule may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, and, to the extent North Haven Private Income Fund LLC Note Purchase Agreement applicable, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 (as such schedule may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, whether such Subsidiary is a Restricted Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Company's Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s 's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited (except as otherwise permitted by this AgreementSection 10.6). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the Credit Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 (as may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) contains (except as noted therein) complete and correct lists as of the date of the Closing of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, and (2ii) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officers.. OWL ROCK CAPITAL CORPORATION III NOTE PURCHASE AGREEMENT (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 (as may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, and, to the extent applicable, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation limited liability company or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organizationorganization or incorporation, as applicable, and is duly qualified as a foreign corporation limited liability company or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than except in those jurisdictions as to which where the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate limited liability company or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 (as may be updated by the Company for each Closing pursuant to any Supplement executed and delivered in connection with such Closing) and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists lists, as of the date of this Agreement, of (1i) the Parent GuarantorCompany’s Subsidiaries, Subsidiaries showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar Equity Interests outstanding owned by the Parent Guarantor Company and each other Subsidiary Subsidiary, and whether or not such Subsidiary is constitutes a Qualified Asset Guarantor or another Significant Subsidiary Guarantoras of the date of this Agreement, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. (b) All As of the date of this Agreement, all of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary shown in on Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are are, where legally applicable, fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited (except as otherwise disclosed in Schedule 5.4 or permitted by this AgreementSection 10.1). (c) Each Significant Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where legally applicable, : (i) is in good standing under the laws of its jurisdiction of organization, organization and (ii) is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Significant Subsidiary has the corporate or other organizational power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Significant Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by banking and/or utility regulations, corporate law or similar statutes) restricting the ability of such Significant Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar Equity Interests of such Significant Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Restricted and Unrestricted Subsidiaries, showing, as to each Subsidiary, the correct HXXXXX XXXXXX, INC. Note Purchase Agreement name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, (iii) the Trust’s directors and senior officers and (iv) the Trust’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Trust and each other Subsidiary, and identifying whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor. The Company has no officers or directors. The Company shall be permitted to make additions and deletions to Schedule 5.4 for purposes of this representation in respect of the Closing after the Execution Date, but prior to the Closing, so long as (2A) the Unconsolidated Affiliates, Company shall have provided an updated copy of Schedule 5.4 to the Purchasers not less than five (5) Business Days prior to the Closing and (3B) each Constituent Company’s directors and senior officerssuch updated Schedule 5.4 does not affect the representations given as of the Execution Date. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company, the Trust and its their respective Subsidiaries have been validly issued, are fully paid and non-assessable non‑assessable and are owned by the Parent Guarantor Company, the Trust or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company, the Trust or any of its their Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Parent GuarantorIssuer’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and, with respect to each non-Wholly-Owned Subsidiary, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Issuer and each other Subsidiary Subsidiary. The Issuer shall be permitted to make additions and whether deletions to Schedule 5.4 for purposes of this representation in respect of the Second Closing after September 30, 2016 but prior to the Second Closing, so long as (a) the Issuer shall have provided an updated copy of Schedule 5.4 to the Purchasers not less than 5 Business Days prior to the date of such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorClosing, (2b) any such additions or deletions are in all respects reasonably satisfactory to the Unconsolidated Affiliates, Purchasers as a condition to such Closing and (3c) each Constituent Company’s directors and senior officerssuch updated Schedule 5.4 does not affect the representation given in connection with the First Closing. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Issuer and its Subsidiaries have been Retail Properties of America, Inc. Note Purchase Agreement validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Issuer or another Subsidiary free and clear of any Lien that is prohibited by this Agreement, except where the failure or non-compliance of the same would not result in a Material Adverse Effect. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or non-compliance of the same would not result in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and 5.4, customary limitations imposed by corporate law or similar statutesstatutes or any Non-Recourse Indebtedness) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Issuer or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) of the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, organization and the percentage of shares of each class of its Capital Stock capital stock or similar Equity Interests outstanding owned by the Parent Guarantor and each of its other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiaries, (2) of the Unconsolidated Parent Guarantor’s Affiliates, other than its Subsidiaries, and (3) of each Constituent Company’s directors and senior officers. On the date of the Closing, the only Significant Subsidiaries are the Company and HELCO. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor or another Subsidiary of its Subsidiaries free and clear of any Lien that is prohibited by this AgreementLien. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Significant Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 10.5, the regulatory authority of the Hawaii Public Utilities Commission and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Significant Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Significant Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar Equity Interests of such Significant Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) as of August 2, 2017 or as subsequently updated pursuant to Section 4.1 (1since which date there have been no Material changes) of the Subsidiaries of the Parent Guarantor’s SubsidiariesGuarantor and the Company, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock the Equity Interests outstanding owned by the Parent Guarantor Guarantor, the Company, and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Parent Guarantor’s and the Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Parent Guarantor’s and the Company’s directors directors, and senior officers.. Agree Limited Partnership Note Purchase Agreement (b) All of the outstanding shares of Capital Stock Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor or the Company and its their respective Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable (in the case of capital stock) and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, except as noted in Schedule 5.4, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other legal power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Guarantor, the Company or any of its their respective Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is will on the date of the Closing be a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) of the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited (other than any Lien created by this Agreementstatute or by operation of law and the Mexican Pledge), and except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which it carries on business, where such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecttransacts. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than the Major Credit Facility, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of of: (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, whether such Subsidiary is a Restricted Subsidiary and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable (to the extent that such concepts are legally applicable) and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate corporate, partnership or comparable law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, (iii) the Trust’s directors and senior officers and (iv) the Trust’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Trust and each other Subsidiary, and identifying whether such Subsidiary is a Qualified Asset Subsidiary Guarantor as of the date of the First Closing. The Company has no officers or another Subsidiary Guarantor, (2) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officersdirectors. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company, the Trust and its their respective Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company, the Trust or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company, the Trust or any of its their Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorRestricted Subsidiary, (2ii) of the Unconsolidated Company's Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s 's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement.its (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent Guarantor’s Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether whether, as of the date of the Closing, such Subsidiary is to be designated as a Qualified Asset Guarantor "Restricted Subsidiary" or another Subsidiary Guarantor, an "Unrestricted Subsidiary" and (2ii) the Unconsolidated Company's Affiliates, and (3) each Constituent Company’s directors and senior officersother than Subsidiaries. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable (except to the extent that the failure of any such shares or other equity interests to be so issued, paid or nonassessable could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect) and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited (except for Liens permitted by this AgreementSection 10.7). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which 7 13 the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties Properties it purports to own or hold under lease and to transact the business it transacts and proposes to transactcurrently transacts, except where to the extent that the failure to do so have any such power or authority could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on in Schedule 5.4 5.4, agreements requiring that distributions to holders of equity interests be ratable in proportion to such interests, and customary limitations imposed by corporate law or similar law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 to this Second Supplement (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) contains (except as noted therein) complete and correct lists lists, as of the date of the Series D Closing, of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, and (2ii) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 to this Second Supplement as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, and, to the extent applicable, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 to this Second Supplement) and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 Part A.4 of Annex 3 contains (except as noted therein) complete and correct lists of (1i) the Parent Guarantor’s Subsidiaries, showing, as to each such Subsidiary, the correct name thereof, the jurisdiction of its organization, organization and the percentage of shares of each class of its Capital Stock or similar equity interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated AffiliatesParent's Affiliates (to the knowledge of the Parent), and other than Subsidiaries of the Parent (3provided, that the Parent expresses no representation or warranty as to whether or not any Purchaser may be an Affiliate), (iii) each Constituent Company’s the Parent's directors and senior officers, and (iv) the Company's directors and senior officers. The Company is a Wholly- Owned Subsidiary of the Parent. After giving effect to the Acquisition, LaSalle will be a Wholly-Owned Subsidiary of the Company. (b) All of the outstanding shares of Capital Stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor or another Wholly-Owned Subsidiary of the Parent free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Part A.4 of Annex 3). (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing (or, with respect to the State of Indiana, is duly authorized to transact business in such State) in each jurisdiction in which Property is owned, leased or operated or in which the business it currently transacts makes such qualification is required by lawnecessary, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties Properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectcurrently transacts. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than the Note and Stock Purchase Agreements, the agreements listed on Schedule 5.4 in Part A.4 of Annex 3 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or the Company or any of its the Subsidiaries that owns outstanding shares of Capital Stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2) the Parent Guarantor’s Affiliates, other than Subsidiaries, and identifying each Unconsolidated AffiliatesAffiliate of the Issuer, and (3) each Constituent Company’s the directors and senior officersofficers of the Parent Guarantor and the general partner of the Issuer. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutesstatutes and customary limitations imposed by the terms of agreements governing non-recourse Indebtedness) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officersSubsidiary. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a limited liability company, corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company, corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the limited liability company, corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists as of December 1, 2015 of (1i) the Parent GuarantorParent’s and the Issuer’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Parent, the Issuer and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated Parent’s and the Issuer’s Affiliates, other than Subsidiaries, and (3iii) each Constituent Companythe Parent’s and the Issuer’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Parent, the Issuer and its their Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Parent, the Issuer or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Parent, the Issuer or any of its their Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor and each other Subsidiary, and designates which of such Subsidiaries are Original Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorGuarantors on the date of this Agreement, (2ii) the Unconsolidated Parent Guarantor’s Affiliates, other than Subsidiaries, and (3iii) each Constituent Companythe Parent Guarantor’s directors and senior executive officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is and, where applicable, duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so in such cases which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary, except in such cases which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Affiliates, and (3) each Constituent Company’s and the Operator’s managers, directors and senior officers, and (iii) of the Partners and their respective Partner Parents, partnership interests, voting bloc and voting bloc interests. The Company has no employees. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-no assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this AgreementLien. (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and is in compliance with all applicable laws and regulations except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties Properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary. (e) No Subsidiary is engaged in any business or activity that is not permitted by Section 10.8.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains The Company has no subsidiaries (except as noted therein) complete and correct lists of (1) the Parent Guarantor’s Subsidiariesindividually a "SUBSIDIARY" and, showing, as to each Subsidiarycollectively, the name thereof"SUBSIDIARIES") other than those listed on Exhibit 21.1 to the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1997 (the jurisdiction of its organization, "FORM 10-K") incorporated by reference in the percentage of shares of each class of its Capital Stock outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officersPrivate Placement Memorandum. (b) All of the outstanding shares of Capital Stock of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (c) Angellan Medical Systems, except where LLC ("ANGELLAN") is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified as a foreign limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to do be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Angellan has the limited liability company power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than All of the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock of such Subsidiaryeach Subsidiary owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien, except as otherwise disclosed in the Private Placement Memorandum. All of the equity interests of Angellan owned by the Company are owned by the Company free and clear of any Lien, except as otherwise disclosed in the Private Placement Memorandum.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) As of the Effective Date, Schedule 5.4 contains (except as noted therein) complete and correct lists of each Obligor’s (1b) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor each Obligor and each other Subsidiary and whether such Subsidiary is will on the Effective Date be a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated Affiliates, other than Subsidiaries, and (3iii) each Constituent Company’s directors and senior officers. (b) All of the outstanding or issued shares of Capital Stock capital stock, shares or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor each Obligor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor each Obligor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantorthe Obligors) identified in Schedule 5.4 is a corporation or other legal entity duly incorporated or organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation or organization, and is duly qualified as a foreign corporation corporation, where applicable, or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other organizational power and authority authority, as the case may be, to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, transact except where the failure to do so have such power or authority could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No As of the Effective Date, no Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than the 2011 Agreements in effect on the date hereof and the agreements listed on Schedule 5.4 under the heading “Agreements Restricting Dividends” and customary limitations imposed by corporate applicable law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor any Obligor or any of its Subsidiaries that owns outstanding or issued shares of Capital Stock capital stock, shares or similar equity interests of such Subsidiary. UTi Worldwide Inc. Nedbank Facilities Agreement (e) A group structure chart included in Schedule 5.4 shows all members of the Group (and all Joint Ventures and minority interests held by any member of the Group) as of the Effective Date. (f) Except as set forth on Schedule 5.4 with respect to UTi Inventory Management Solutions Inc., 100% of the issued share capital of each Obligor (other than the Company) is directly or indirectly wholly owned by the Company. (g) In the case of each borrower or guarantor under the South African Facilities, the group structure chart in Schedule 5.4 shows the shareholders of and their percentage shareholdings in each obligor under the South African Facilities and the shareholders of or partners in such entities as of the Effective Date.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) as of June 23, 2011 (1since which date there have been no Material changes) of the Subsidiaries of the Parent Guarantor’s SubsidiariesGuarantor and the Company, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock the Equity Interests outstanding owned by the Parent Guarantor Guarantor, the Company, and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Parent Guarantor’s and the Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Parent Guarantor’s and the Company’s directors directors, trustees and senior officers. (b) All of the outstanding shares of Capital Stock Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor or the Company and its their respective Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this AgreementEncumbrance (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other legal power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Guarantor, the Company or any of its their respective Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists as of the date of the Series ___ Closing of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, and (2ii) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, and, to the extent applicable, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation limited liability company or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organizationorganization or incorporation, as applicable, and is duly qualified as a foreign corporation limited liability company or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than except in those jurisdictions as to which where the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate limited liability company or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 to this First Supplement (as such schedule may be updated by the Company for each Closing pursuant to any supplement (including, if applicable, any Supplement) executed and delivered in connection with such Closing) contains (except as noted therein) complete and correct lists lists, as of the date of the Series C Closing, of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, and (2ii) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 to this First Supplement as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, and, to the extent applicable, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 to this First Supplement) and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of of: (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, whether such Subsidiary is a Restricted Subsidiary and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable (to the extent that such concepts are legally applicable) and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any Material agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law corporate, partnership or similar comparable law, statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 of the Note Purchase Agreement contains (except as noted therein) complete and correct lists (i) as of May 31, 2011 (1since which date there have been no Material changes) of the Parent Guarantor’s SubsidiariesSubsidiaries of the Guarantor and the Company, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock the Equity Interests outstanding owned by the Parent Guarantor or the Company, as the case may be, and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Guarantor’s and the Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Guarantor’s and the Company’s directors directors, trustees and senior officers. (b) All of the outstanding shares of Capital Stock Equity Interests of each Subsidiary shown in Schedule 5.4 of the Note Purchase Agreement as being owned by the Parent Guarantor or the Company and its their respective Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Encumbrance (except as otherwise disclosed in Schedule 5.4 of the Note Purchase Agreement). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 of the Note Purchase Agreement is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other legal power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual or other restriction (other than this Guaranty, the Note Purchase Agreement, the agreements listed on Schedule 5.4 of the Note Purchase Agreement and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Guarantor, the Company or any of its their respective Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent Guarantor’s Company's Restricted and Unrestricted Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary Subsidiary, and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantorall other Investments of the Company and its Restricted Subsidiaries (excluding Investments by the Company and its Restricted Subsidiaries in the Company and other Restricted Subsidiaries), (2ii) the Unconsolidated Company's Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s 's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited (except as otherwise permitted by this AgreementSection 10.5 or as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 5.4(a) contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is shall be a Qualified Asset Subsidiary Guarantor or another an Undertaking Subsidiary as of the date of the Closing and (ii) of the Guarantor, (2) the Unconsolidated ’s Affiliates, and (3other than Subsidiaries. Schedule 5.4(b) each Constituent Companysets forth the corporate structure of the Guarantor as of the date hereof. Schedule 5.4(c) sets forth the Guarantor’s directors and senior officersofficers as of the date hereof. As of the date of the Closing, Xxx Xxxxxxx owns, directly or indirectly, more voting shares of the Guarantor than any other shareholder or group of related or affiliated shareholders of the Guarantor. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 5.4(a) as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited (except as otherwise disclosed in Schedule 5.4(a) and except as created by this Agreementany Security Document and in connection with the Credit Agreement and the Note Agreements). (c) Each Subsidiary (other than a Subsidiary Guarantoridentified in Schedule 5.4(a) is a corporation or other legal entity duly organized, validly existing and, where if applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity andand is, where if applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or transact as described in the aggregateDisclosure Documents and, reasonably be expected in the case of the Subsidiary Guarantors, to have execute and deliver the Financing Documents to which each is a Material Adverse Effectparty and to perform their respective obligations thereunder. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 5.4(d), the Credit Agreement, the Note Agreements and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent Guarantor’s Company's Restricted and Unrestricted Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary Subsidiary, and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantorall other Investments of the Company and its Subsidiaries, (2ii) to the Unconsolidated Company's knowledge, the Company's Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s 's directors and senior executive officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, [and] the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary [and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor] , (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, (iii) the External Manager and its Affiliates, and (3iv) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any Material legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.. WhiteHorse Finance, Inc. Note Purchase Agreement

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a limited liability company, corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company, corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the limited liability company, corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. Each Subsidiary possesses all licenses, except registrations and authorizations from and with any Governmental Authority, self-regulatory organization or securities exchange necessary or material to the conduct of its business as presently conducted, other than where the failure to do so could possess such licenses, registrations or authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutesstatutes or regulatory requirements imposed by the SEC, the National Association of Securities Dealers, Inc. or other regulatory authorities) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of of: (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. Except as noted therein, each Subsidiary listed in Schedule 5.4 is designated a Restricted Subsidiary by the Company. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate or limited partnership law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated Parent Guarantor’s Affiliates, other than Subsidiaries, and (3iii) each Constituent Companythe Parent Guarantor’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent Guarantor’s each Obligor's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Obligors and each other Subsidiary and whether as of Closing such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, and all other Investments of each Obligor and their Subsidiaries, (2ii) the Unconsolidated each Obligor's Affiliates, other than Subsidiaries, and (3iii) each Constituent Company’s Obligor's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Obligors and its their Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Obligors or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Obligors or any of its their Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar Equity Interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, a Significant Subsidiary and/or an Excluded Subsidiary, (2) the Parent Guarantor’s Affiliates, other than Subsidiaries and identifying each Unconsolidated AffiliatesAffiliate, and (3) each Constituent Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar Equity Interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary, whether such Subsidiary is a Subsidiary Guarantor and whether such Subsidiary is a Qualified Asset Guarantor Restricted or another Unrestricted Subsidiary Guarantorhereunder, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Restricted Subsidiaries have been validly issued, are fully paid and non-assessable non‑assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Restricted Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Restricted Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Restricted Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, whether such Subsidiary is a Restricted Subsidiary, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited (except as otherwise permitted by this AgreementSection 10.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organizationorganization or incorporation, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. The Company does not have any Significant Subsidiaries. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary (other than any Inactive Subsidiary) shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly incorporated or organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary (other than any Inactive Subsidiary) is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or Diamond Walnut Growers, Inc. Note Purchase Agreement similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Company's Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s 's directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists list of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary, whether such Subsidiary is a Domestic Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantor’s SubsidiariesSubsidiaries of each Obligor, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor each Obligor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated AffiliatesAffiliates of each Obligor, other than Subsidiaries, and (3iii) each Constituent Company’s of the directors and senior officersofficers of each Obligor. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Obligors and its their Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Obligors or another Subsidiary free and clear of any Lien that is prohibited by this Agreementother than the Lien granted to you and the Other Purchasers pursuant to the Pledge Agreement (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Obligors or any of its their Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent Guarantoreach Obligor’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor each Obligor and each other Subsidiary and whether such Subsidiary is will on the date of the Closing be a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated of each Obligor’s Affiliates, other than Subsidiaries, and (3iii) of each Constituent CompanyObligor’s directors and senior officers. (b) All of the outstanding or issued shares of Capital Stock capital stock, shares or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor each Obligor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor each Obligor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantorthe Obligors) identified in Schedule 5.4 is a corporation or other legal entity duly incorporated or organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation or organization, and is duly qualified as a foreign corporation corporation, where applicable, or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, transact except where the failure to do so could have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than the Financing Agreements, the LC Agreement, the Existing Financing Agreements, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate applicable law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor any Obligor or any of its Subsidiaries that owns outstanding or issued shares of Capital Stock capital stock, shares or similar equity interests of such Subsidiary. (e) A group structure chart included in Schedule 5.4 shows all members of the Group (and all Joint Ventures and minority interests held by any member of the Group). (f) 100% of the issued share capital of each Obligor is directly or indirectly wholly owned by the Company and, in respect of the Irish Obligors, the Company and such other Obligors are members of the same group of companies constituting a holding company and its subsidiaries (within the meaning of section 155 of the Companies Xxx 0000 of Ireland) for the purposes of Section 35 of the Companies Act, 1990 of Ireland. UTi Worldwide Inc. Note Purchase Agreement (g) In the case of each borrower or guarantor under the South African Facility, the group structure chart in Schedule 5.4 shows the shareholders of and their percentage shareholdings in each obligor under the South African Facility and the shareholders of or partners in such entities.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists as of the date of this Agreement of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries as of the date of this Agreement have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this AgreementAgreement (except as noted on Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. Morningstar, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Inc. Note Purchase Agreement (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutesstatutes and agreements of Subsidiaries acquired after the date of this Agreement) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorParent’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, organization and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) the Unconsolidated Parent’s Affiliates, other than Subsidiaries, and (3iii) each Constituent Companythe Parent’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor or another Subsidiary (except as otherwise disclosed in Schedule 5.4) free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary (other than a Subsidiary Guarantor) identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing or equivalent status under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 to the First Supplement contains (except as noted therein) complete and correct lists of (1i) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such EXHIBIT A (to Supplement) Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2ii) the Company’s Unconsolidated AffiliatesEntities, other than Subsidiaries, and (3iii) each Constituent the Company’s and the Co‑Obligor’s directors and senior executive officers, in each case as of the date of the First Supplement. (b) All As of the date of the First Supplement, all of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable non‑assessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. Each Subsidiary which is a guarantor, except where co-borrower or otherwise liable pursuant to any Material Credit Facility is a Guarantor (other than the failure to do so could notCo‑Obligor, individually or in which is issuing Notes hereunder with the aggregate, reasonably be expected to have a Material Adverse EffectCompany). (d) No As of the date of the First Supplement, no Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 to the First Supplement and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of (1) the Parent GuarantorCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Parent Guarantor Company and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary GuarantorSubsidiary, (2ii) of the Unconsolidated Company’s Affiliates, other than Subsidiaries, and (3iii) each Constituent of the Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor Company and its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and are owned by the Parent Guarantor Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 (other than Electrical Power Systems, Inc., a Subsidiary GuarantorMissouri corporation (“Electrical Power Systems”)) is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor Company or any of its Subsidiaries that owns outstanding shares of Capital Stock capital stock or similar equity interests of such Subsidiary.