Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has corporate or similar all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary m. Capitalizationor any other entity. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Operating Partnership. n.Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, under the laws of its jurisdiction of organization and is in good standing under the laws of the its jurisdiction of its incorporation or organization, has power (corporate or similar power otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each Subsidiary has subsidiary of the Company which is a corporation, have been duly authorized and validly issued, is and are fully paid and non-assessable assessable, and is to the extent owned by the Operating Partnership, Company or any of its subsidiaries (except for directors’ qualifying shares and as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or through subsidiariesindirectly by the Company, free and clear of all liens, encumbrances, equities or claims, in each case with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect. The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company or Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, of such subsidiary, and to the extent owned by the Company or any security interestof its subsidiaries (except as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or indirectly by the Company, mortgagefree and clear of all liens, pledgeencumbrances, lienequities or claims, encumbranceexcept, claim in the case of each subsidiary of the Company, for liens, encumbrances, equities or equity. None claims which individually or in the aggregate would not be material to the Company’s ownership of such subsidiary or to the Company’s exercise of its rights with respect to such subsidiary; and none of the outstanding shares of capital stock stock, partnership interests, membership interests or shares of beneficial interests, as the case may be, of any Subsidiary were subsidiary of the Company was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, except where the failure to be in good standing would not result in a Material Adverse Effect, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Statement, the Prospectus and any Issuer Free Writing Prospectus. Each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding capital stock or other ownership interests of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the Registration Statement and the Prospectus, (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the Registration Statement and the Prospectus and (iii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalizationsubsidiary. As The Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the date entities listed on Exhibit 21 to the most recent Annual Report on Form 10-K incorporated by reference into the Registration Statement. For the purposes of this Agreement, the authorized Common Shares are as set forth in the Registration Statement “subsidiary” means each direct and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder indirect subsidiary of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding optionsincluding, warrants or other rights to purchasewithout limitation, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n..

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, except where the failure to be in good standing would not result in a Material Adverse Effect, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and Prospectus. Each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding capital stock or other ownership interests of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (A) as described in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the Registration Statement, the General Disclosure Package and the Prospectus and (C) any security interest, mortgage, pledge, lien, encumbrance, claim or equity that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalizationsubsidiary. As The Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the date entities listed on Exhibit D hereto. For the purposes of this Agreement, the authorized Common Shares are as set forth in the Registration Statement “subsidiary” means each direct and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder indirect subsidiary of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding optionsincluding, warrants or other rights to purchasewithout limitation, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n..

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each, each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualify or to be in good standing qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock equity securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder stockholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the Company as of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and or the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and most recent amendment to the Registration Statement, as applicable, are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of subsidiaries listed on Exhibit 21 to the preemptive Registration Statement or other similar rights of any securityholder of such amendment to the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” The Company has provided complete and correct copies of the Company articles of incorporation and the bylaws (or comparable organizational documents) of the Company, the Operating Partnership and their subsidiaries (as such term is defined in Rule 1-02 of Regulation S-Xunder the Exchange Act) (each, a “Subsidiary” and, and collectively, the “Subsidiaries”) and all amendments thereto have been delivered and, except as set forth in the Registration Statement or any Incorporated Document, no changes therein will be made on or after the date hereof through and including each Applicable Time; the Company, through two wholly-owned Subsidiaries, owned approximately 92.7% of the outstanding OP Units as of June 30, 2015; each of the “significant subsidiaries” of the Company as defined in Rule 405 of the Securities Act and ESS Holdings Business Trust I (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation, limited liability company, limited partnership or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and Prospectus; each Subsidiary is duly qualified to transact do business as a foreign corporation, limited liability company, limited partnership or trust, as applicable, and is in good standing in each jurisdiction in which such qualification is required, whether by reason of where the ownership or leasing of property its properties or the conduct of businessits business requires such qualification, except where the failure to be so qualify or to be qualified and in good standing would not result not, individually or in the aggregate, have a Material Adverse Effect. Except as otherwise disclosed in ; each of the Registration Statement Company and the Prospectus, Operating Partnership has no “significant subsidiary,” other than as set forth in Annex A hereto; all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary has of the Subsidiaries have been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of , as applicable, and, with respect to such securities, are owned directly or indirectly by the outstanding Common Shares were issued in violation of Company or the preemptive Operating Partnership subject to no security interest, other encumbrance or other similar rights of any securityholder of the Company. The issued adverse claims; and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, issue or other rights to convert any obligations obligation into or exchange any securities or interests for shares of the Company’s capital stock or its subsidiaries’ capital stock, including OP Units or other ownership interests of in the Operating Partnership. n.Subsidiaries are outstanding.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has corporate or similar all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary m. Capitalizationor any other entity. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests banking subsidiary are insured up to the applicable limits by the Deposit Insurance Fund of the Operating Partnership. n.Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each “significant subsidiary” The Company has provided complete and correct copies of the Company articles of incorporation and the bylaws (or comparable organizational documents) of the Company, the Operating Partnership and their subsidiaries (as such term is defined in Rule 1-02 of Regulation S-Xunder the Exchange Act) (each, a “Subsidiary” and, and collectively, the “Subsidiaries”) and all amendments thereto have been delivered and, except as set forth in the Registration Statement or any Incorporated Document, no changes therein will be made on or after the date hereof through and including each Applicable Time; the Company, through two wholly-owned Subsidiaries, owned approximately 93.0% of the outstanding OP Units as of March 31, 2016; each of the “significant subsidiaries” of the Company as defined in Rule 405 of the Securities Act and ESS Holdings Business Trust I (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation, limited liability company, limited partnership or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and Prospectus; each Subsidiary is duly qualified to transact do business as a foreign corporation, limited liability company, limited partnership or trust, as applicable, and is in good standing in each jurisdiction in which such qualification is required, whether by reason of where the ownership or leasing of property its properties or the conduct of businessits business requires such qualification, except where the failure to be so qualify or to be qualified and in good standing would not result not, individually or in the aggregate, have a Material Adverse Effect. Except as otherwise disclosed in ; each of the Registration Statement Company and the Prospectus, Operating Partnership has no “significant subsidiary,” other than as set forth in Annex A hereto; all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary has of the Subsidiaries have been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of , as applicable, and, with respect to such securities, are owned directly or indirectly by the outstanding Common Shares were issued in violation of Company or the preemptive Operating Partnership subject to no security interest, other encumbrance or other similar rights of any securityholder of the Company. The issued adverse claims; and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, issue or other rights to convert any obligations obligation into or exchange any securities or interests for shares of the Company’s capital stock or its subsidiaries’ capital stock, including OP Units or other ownership interests of in the Operating Partnership. n.Subsidiaries are outstanding.

Good Standing of Subsidiaries. Each The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) X are the Subsidiaries listed on Schedule 4 hereto. Neither the Company nor the Partnership has any direct corporate subsidiaries other than CBL & Associates Management, Inc. (each, a “Subsidiary” and, collectively, the “SubsidiariesManagement Company”) ), CBL Holdings I, CBL Holdings II, ▇▇▇▇▇▇▇▇ Insurance Company, LLC, Chattanooga Insurance Company, Ltd. and DM-Cayman II, Inc. Each of the Subsidiaries of the Company or the Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, general partnership, business trust or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or organization, organized and has corporate or similar the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectus, and is duly qualified to transact or registered as a foreign corporation, limited partnership, general partnership, business trust or limited liability company, as applicable, and is in good standing in each the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify qualify, register or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectusfor limited liability company interests of ▇▇ ▇▇▇▇▇▇▇-Salem LLC that have been pledged by CBL/J I, LLC to CW Joint Venture, LLC, all the outstanding shares of the issued and outstanding capital stock stock, partnership interests, limited liability company interests or other equivalent equity interests of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except , and, except as otherwise set forth in each of the Registration Statement and the Prospectus, there are no all outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units partnership interests, limited liability company interests or other ownership interests equivalent equity interest of the Operating Subsidiaries are owned by the Company or the Partnership. n., as applicable, either directly or through wholly-owned Subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances (other than any transfer restrictions related thereto).

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and all entities in which the Company has a direct or indirect majority equity interest or voting power (each, each a “Subsidiary” "SUBSIDIARY" and, collectively, the “Subsidiaries”"SUBSIDIARIES") has been duly organized and is validly existing as a corporation, general partnership, limited partnership, limited liability company or similar entity in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, has corporate or similar organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectuses and is duly qualified as a foreign corporation (or other such entity) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding shares of capital stock or other ownership interests of each Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable (to the extent applicable) and is owned by to the Operating Partnershipextent owned, directly or through subsidiariesindirectly, by the Company, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (a) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (b) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single Subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a "significant subsidiary" as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-XX promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) ), if any, has been duly organized and is validly existing as a corporation, limited liability company or limited partnership in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate corporate, limited liability company or similar partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed stated in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock stock, limited liability company member interests or partnership interests of each Subsidiary has have been duly authorized and are validly issued, is fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiariessubsidiaries (with the exception of the preferred stock of AutoZone Development Corporation, of which the Company owns, directly and indirectly, 1,088 shares and others own 112 shares), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock stock, limited liability company member interests or partnership interest of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.such Subsidiary.

Good Standing of Subsidiaries. Each The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) (each, a “Subsidiary” and, collectively, X are the “Subsidiaries”) Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or organization, organized and has corporate or similar the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectus, and is duly qualified to transact business or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, and is in good standing in each the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register would not, individually or in the aggregate, reasonably be expected to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in All the Registration Statement and the Prospectusoutstanding shares of capital stock, all of the issued and outstanding capital stock partnership interests, limited liability company interests or other equivalent equity interests of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None , and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding Common Shares shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were issued in violation of the preemptive or other similar rights of any securityholder security of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except each Subsidiary, except such violations as set forth would not, individually or in the Prospectusaggregate, there are no outstanding options, warrants or other rights reasonably be expected to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.result in a Material Adverse Effect.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) of each Blue Bird Party (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organizationorganization (to the extent the concept of “good standing” is applicable in each such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (to the extent the concepts of “qualification to transact business” and “good standing” are applicable in each such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned directly or indirectly by the Operating Partnershipapplicable Blue Bird Party, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock stock, membership or other equity interests of each Subsidiary has have been duly authorized and validly issued, to the extent such Subsidiary is a corporation, are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or indirectly through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock stock, membership interest or other equity interests of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21.1 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, under the laws of its jurisdiction of organization and is in good standing under the laws of the its jurisdiction of its incorporation or organization, has power (corporate or similar power otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the Time of Sale Information and the Prospectus and is duly qualified as a foreign corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the Time of Sale Information and the Prospectus, all of the issued and outstanding shares of capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None subsidiary of the outstanding capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this AgreementCompany which is a corporation, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable, and to the extent owned by the Company or any of its subsidiaries (except for directors’ qualifying shares and as described or reflected generally in the Registration Statement, the Time of Sale Information and the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, in each case with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect. None The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company or Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, of such subsidiary, and to the extent owned by the Company or any of its subsidiaries (except as described or reflected generally in the Registration Statement, the Time of Sale Information and the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except, in the case of each subsidiary of the Company, for liens, encumbrances, equities or claims which individually or in the aggregate would not be material to the Company’s ownership of such subsidiary or to the Company’s exercise of its rights with respect to such subsidiary; and none of the outstanding Common Shares were shares of capital stock, partnership interests, membership interests or shares of beneficial interests, as the case may be, of any subsidiary of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.such subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, ; all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-non assessable and is owned by the Operating PartnershipCompany, directly or through subsidiarieswholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity except for those arising under Credit Facilities (as hereinafter defined) as disclosed in the Registration Statement, General Disclosure Package and the Prospectus; none of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary m. CapitalizationSubsidiary. As The only vessel-owning Subsidiaries of the date of this Agreement, Company are the authorized Common Shares are as set forth in the Registration Statement Subsidiaries listed on Schedule F-1 hereto and the Prospectusonly Subsidiaries that have contracted to acquire vessels are listed on Schedule F-2 hereto. The issued Other than the Subsidiaries listed on Schedule F-1 and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the ProspectusSchedule F-2 hereto, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares material Subsidiaries of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n..

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as such term is defined in Rule 1are the subsidiaries listed on Exhibit 21.1 to the 10-02 of Regulation S-X) K and Bearcats Owner LLC, Bearcats Lessee LLC, Golden Eagles Owner LLC, Golden Eagles Lessee LLC, Hoyas Owner LLC, Hoyas Lessee LLC, Miners Owner LLC, Miners Lessee LLC, Ramblers Owner LLC, Ramblers Lessee LLC, Wolfpack Owner LLC and Wolfpack Lessee LLC (each, a “Subsidiary” and, Delaware limited liability company) (collectively, the “Subsidiaries”) ). Each of the Operating Partnership and each other Subsidiary has been duly organized and is validly existing as a limited partnership, trust, limited liability company or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporation formation or organization, has the partnership, trust or corporate or similar power power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign partnership, trust, limited liability company or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock equity interests of each Subsidiary has Subsidiary, have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding capital stock equity interests of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (eachYETI Coolers, LLC, a “Subsidiary” andDelaware limited liability company, collectivelyand YETI Custom Drinkware, LLC, a Delaware limited liability company (together, the “Subsidiaries”) ), has been duly organized and is validly existing in good standing under the laws of the jurisdiction State of its incorporation or organizationDelaware, has corporate or similar limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock equity interests of each Subsidiary has of the Subsidiaries have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating Partnership, directly or through subsidiariesCompany directly, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, except to the extent any such security interest, mortgage, pledge, lien encumbrance or claim or equitywould not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the outstanding capital stock equity interests of any Subsidiary either of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder equity holder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the ProspectusSubsidiaries. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive Company does not own or control, directly or indirectly, any corporation, association or other similar rights of any securityholder of entity other than (i) the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights subsidiaries listed on Exhibit 21.1 to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stockAnnual Report on Form 10-K for the fiscal year ended December 28, including OP Units or 2019 and (ii) such other ownership interests entities omitted from Exhibit 21.1 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of the Operating Partnership. n.Rule 1-02(w) of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” Company’s domestic subsidiaries and, collectivelyexcept with respect to such jurisdictions where the failure to be duly incorporated or formed, to be in good standing or to have such power and authority would not, individually or in the aggregate, result in a Material Adverse Effect, the “Subsidiaries”) Company’s non-domestic subsidiaries, has been duly organized incorporated or formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organizationformation, as applicable, and has corporate corporate, partnership or similar limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and Prospectus. Each of the Company’s subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding capital stock or membership interests or other equity interests of each Subsidiary subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable assessable, except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result of any rights contained in the organizational documents and is owned by the Operating PartnershipCompany, directly or through subsidiaries, except in the case of one or more foreign subsidiaries where directors of the Company hold nominee shares as required by local law, and, except as disclosed in the General Disclosure Package and the Prospectus, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than any permitted collateral lien or mortgage under the Company’s outstanding indebtedness as described in the Registration Statement, the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights subsidiaries listed on Exhibit 21.1 to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stockAnnual Report on Form 10-K for the year ended December 31, including OP Units or 2022 and (B) certain other ownership interests subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise described in the Registration Statement, the General Disclosure Package and the Prospectus) and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (other than liens granted in connection with the Credit Facilities and Senior Secured Notes (each as defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)). None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights subsidiaries listed on Exhibit 21.1 to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stockAnnual Report on Form 10-K for the most recent fiscal year and (B) certain other subsidiaries which, including OP Units or other ownership interests considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company Company, other than those set forth on Schedule D (as such term is defined in Rule 1-02 of Regulation S-X) (eacheach subsidiary other than those set forth on Schedule D, a “Subsidiary” and, collectively, the “Subsidiaries”) ), has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding capital stock or partnership or membership interests of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany (except in the case of any foreign subsidiaries, for director’s qualifying shares), directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of , except as disclosed in the outstanding capital stock of any Subsidiary were issued Registration Statement, the General Disclosure Package or the Prospectus and other than with respect to security interests, pledges, liens, encumbrances and defects in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As place as of the date of this Agreement, the authorized Common Shares are hereof in connection with debt outstanding as set forth disclosed in the Registration Statement and the ProspectusGeneral Disclosure Package. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None only subsidiaries of the outstanding Common Shares were issued in violation of Company are (A) the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights subsidiaries listed on Exhibit 21.1 to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s Annual Report on Form 10-K (the “Form 10-K”) or its subsidiaries’ capital stockotherwise disclosed in Note 23 in the audited consolidated financial statements in the Form 10-K and (B) certain other subsidiaries which, including OP Units or other ownership interests considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing or equivalent status under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing or equivalent status would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock equity securities of each Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable (except as such non-assessability may be affected by Section 18-607 of the Limited Liability Company Act of the State of Delaware and is limited to the extent set forth in such Subsidiary’s organizational documents) and are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim other than (1) as contemplated by the Asset-Based Revolving Credit Agreement, dated as of April 1, 2016, by and among the Company and certain of its subsidiaries, as borrowers, the guarantors party thereto, Citibank, N.A., as administrative agent, and the other lenders party thereto (as amended, the “ABL Facility”), as disclosed in the General Disclosure Package; (2) as contemplated by the Indenture, dated as of November 2, 2017, among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee, pursuant to which the Company issued its 8.00% Senior Secured Notes due 2024 (as amended or equitysupplemented, the “Notes Indenture”), as disclosed in the General Disclosure Package; and (3) as contemplated by the liens, encumbrances or defects in place as of the date hereof in connection with other debt outstanding as disclosed in the General Disclosure Package. None of the outstanding capital stock equity securities of any Subsidiary were was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of The Company has no direct or indirect subsidiaries that are consolidated with the Company (as such term is defined in Rule 1-02 of Regulation S-X) for financial reporting purposes under GAAP (each, a “Subsidiary” and, and collectively, the “Subsidiaries”) other than SVCP, TCPC Funding I, LLC and TCPC SBIC, LP (“TCPC SBIC”). Each Subsidiary has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement and the Company Agreements, as applicable; and each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As of the date of this Agreement, the authorized Common Shares are Except (A) as set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus. The issued Prospectus and outstanding Common Shares (B) for portfolio investments made after June 30, 2017 the Company does not own, directly or indirectly (including through its ownership of SVCP), any shares of stock or any other equity or debt securities of any corporation or have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued any equity or debt interest in violation of the preemptive any firm, partnership, joint venture, association or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.entity that is not a Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) of each XPO Party (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organizationorganization (to the extent the concept of “good standing” is applicable in each such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (to the extent the concepts of “qualification to transact business” and “good standing” are applicable in each such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (to the extent such concepts are applicable in each such jurisdiction) and is owned directly or indirectly by the Operating Partnershipapplicable XPO Party or XPO Holdings LLC, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity other than those arising under the credit agreements described in the General Disclosure Package and the Prospectus and filed as exhibits to the Registration Statement. None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, the authorized Common Shares Company are as set forth in (A) those listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company or the Operating Partnership (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) is listed on Schedule D hereto, has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of of, or other ownership interest in, each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company or the Operating Partnership, as applicable, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of of, or other ownership interest in, any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As Except for subsidiaries formed since the end of the date of this Agreementmost recent fiscal year, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None only subsidiaries of the outstanding Common Shares were issued in violation of Company are (A) the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights subsidiaries listed on Exhibit 21 to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stockAnnual Report on Form 10-K for the most recently ended fiscal year and (B) certain other subsidiaries which, including OP Units or other ownership interests considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as such term is defined in Rule 1are the subsidiaries listed on Exhibit 21.1 to the 10-02 of Regulation S-X) K and Bruins Owner LLC, Bruins Lessee LLC, Razorbacks Owner LLC, Razorbacks Lessee LLC, Running Rebels Owner LLC, Running Rebels Lessee LLC, Wolverines Owner LLC, Wolverines Lessee LLC, Hoosiers Owner LLC and Hoosiers Lessee LLC (each, a “Subsidiary” and, Delaware limited liability company) (collectively, the “Subsidiaries”) ). Each of the Operating Partnership and each other Subsidiary has been duly organized and is validly existing as a limited partnership, trust, limited liability company or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporation formation or organization, has the partnership, trust or corporate or similar power power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign partnership, trust, limited liability company or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock equity interests of each Subsidiary has Subsidiary, have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding capital stock equity interests of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction State of its incorporation or organization, Delaware and has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Statement, the General Disclosure Package or the Prospectus and is duly qualified as a foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock limited liability company interests, membership interests or other similar interests of each Subsidiary has such subsidiary have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None Lien other than those arising under the Existing Credit Agreement; and none of the issued and outstanding capital stock limited liability company interests, membership interests or other similar interests of any Subsidiary were such subsidiary was issued in violation of the any preemptive or similar rights, rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive first refusal or other similar rights of any securityholder of the Companysuch subsidiary or any other person. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares only subsidiaries of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests Company are the subsidiaries listed on Exhibit B hereto. Any subsidiaries of the Operating Partnership. n.Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including each Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has corporate or similar all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and, in the case of each Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary m. Capitalizationor any other entity. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Operating Partnership. n.Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each Affiliate (as defined in the Prospectus) and each other “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital share capital, common stock or membership interests (as applicable) of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable assessable, and is the share capital, common stock or membership interests, as applicable, owned by the Operating PartnershipCompany, directly or through subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital share capital, common stock or membership interests (as applicable) of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights subsidiaries listed on Exhibit 21 to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stockAnnual Report on Form 10-K for the fiscal year ended December 31, including OP Units or 2015 and (B) certain other ownership interests subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. (A) Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and CHS, Community Health Investment Corporation, CHS Professional Service Corporation and Hallmark Healthcare Corporation and each other subsidiary which is a hospital holding company or an operating hospital (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in Exhibit 21 to the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity and none of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (a) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other subsidiaries which, considered in the Prospectus. The issued aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X. (B) Except to the extent disclosed in Exhibit 21 to the Registration Statement, each of the hospitals described in the Prospectuses as owned or leased by the Company is owned or leased and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None operated by a Subsidiary of which the Company directly or indirectly owns 100% of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paidownership interests. Except as set forth disclosed in the ProspectusProspectuses, there are no outstanding options, warrants encumbrances or other rights restrictions on the ability of any Subsidiary (i) to purchase, agreements pay any dividends or other obligations to issue, or rights to convert make any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ distributions on such Subsidiary's capital stock, including OP Units (ii) to make any loans or advances to, or investments in, the Company, CHS or any other ownership interests Subsidiary, or (iii) to transfer any of its property or assets to the Operating Partnership. n.Company, CHS or any other Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has corporate or similar all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary m. Capitalizationor any other entity. As The only subsidiaries of the date of this Agreement, Company are the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the ProspectusStatement. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None deposit accounts of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares each of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Operating Partnership. n.Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each, each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualify or to be in good standing qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock equity securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder stockholder of such Subsidiary m. CapitalizationSubsidiary. As The only direct subsidiaries of the Company as of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and or the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and most recent amendment to the Registration Statement, as applicable, are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of subsidiaries listed on Exhibit 21 to the preemptive Registration Statement or other similar rights of any securityholder of such amendment to the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-XX under the 1933 Act) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been is duly organized incorporated or formed, as the case may be, and is validly existing and (where applicable in the relevant jurisdiction) in good standing under the laws of the its jurisdiction of its incorporation or organizationformation, as the case may be, and has corporate all requisite corporate, limited liability company, partnership or similar power and authority authority, as the case may be, to own, lease and operate its properties and to conduct its business as now conducted and as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessProspectus, except where the failure to so qualify or to be validly existing and (where applicable in the relevant jurisdiction) in good standing would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Subsidiary is duly qualified to do business as a foreign corporation, limited liability company, partnership or similar business entity in good standing (or equivalent concept) in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (other than liens securing the Credit Agreement and the 2026 Notes (as each is defined in the General Disclosure Package) and other immaterial liens). None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21.1 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has corporate or similar all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and and, except for the Bank as provided under Section 3807 of the Michigan Banking Code of 1999, as amended, non-assessable and is and, in the case of each Significant Subsidiary, are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary m. Capitalizationor any other entity. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Operating Partnership. n.Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) identified on Schedule D hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Each subsidiary of the Company which conducts business as a bank is duly authorized to conduct such banking business in each jurisdiction in which such banking business is conducted or is validly existing as a national banking association under the laws of the United States, except in each case where the failure to be so authorized or be in valid existence would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (a) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K incorporated by reference into the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (b) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth unregulated subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” direct and indirect subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized formed and is validly existing as a corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or organization, has corporate or similar organized with full power and authority (corporate or other) to ownown or lease, lease as the case may be, and to operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus Prospectus, except as would not reasonably be expected to have a Material Adverse Effect, and is duly qualified to transact do business as a foreign corporation, limited liability company or limited partnership, as the case may be, and is in good standing in under the laws of each jurisdiction in which requires such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessqualification, except where the failure to be so qualify or to be in good standing qualified would not result reasonably be expected to have a Material Adverse Effect. All the outstanding shares of capital stock or other ownership interests of each direct and indirect subsidiary of the Company (other than the Operating Partnership) have been duly and validly authorized and issued and are fully paid and nonassessable, except as would not reasonably be expected to have a Material Adverse Effect, and, except as otherwise set forth in the General Disclosure Package and the Prospectus, all outstanding shares of capital stock or other ownership interests of each direct and indirect subsidiary of the Company (other than the Operating Partnership) are owned by the Company or the Operating Partnership either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, mortgages, pledges, liens, encumbrances or other restrictions of any kind (collectively, “Liens”), except for Liens securing indebtedness as described in the General Disclosure Package and the Prospectus or except where such Liens would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed set forth in the Registration Statement General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares would not reasonably be expected to have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectusa Material Adverse Effect, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units stock or other ownership interests of any direct and indirect subsidiary of the Company (other than the Operating Partnership. n.).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Visible Equity, LLC (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organizationorganization (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (or such equivalent concept to the extent it exists under the laws of such jurisdiction) and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except to the extent any such security interest, mortgage, pledge, lien, encumbrance or claim would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) any other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company American Airlines, Inc. (as such term is defined in Rule 1-02 of Regulation S-X) "American"), American Beacon Advisors, Inc., AMR Eagle Holding Corporation, American Eagle Airlines, Inc. and Executive Airlines, Inc. (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, has corporate or similar the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Final Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement General Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock equity interests of each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity (except for the security interest in all of the common stock of American granted by the Company pursuant to the Pledge Agreement dated as of December 17, 2004 from the Company to Citicorp USA, Inc., as collateral agent (the "Pledge Agreement")); none of the outstanding capital stock equity interests of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As American and AMR Eagle Holding Corporation are the only "significant subsidiaries" of the date Company (as such term is defined in Rule 1-02 of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and nonRegulation S-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.X).

Good Standing of Subsidiaries. Each “significant subsidiary” The Company represents and warrants that set forth on Schedule B are each of its subsidiaries that are material, financial or otherwise, to the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise (as such term is defined in Rule 1-02 of Regulation S-X) (each, each a “Subsidiary” and, and collectively, the “Subsidiaries”) and set forth on Schedule C are each of its joint ventures (that are not also Subsidiaries) that are material, financial or otherwise, to the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise (each a “Joint Venture” and collectively, the “Joint Ventures”). Each Subsidiary and Joint Venture has been duly organized and is validly existing as a corporation, limited liability company, limited partnership or limited liability limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect, has corporate or similar other applicable entity, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other applicable entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement Statement, General Disclosure Package and the Prospectus, Prospectus all of the issued and outstanding capital stock or other applicable entity interests, which are owned directly or indirectly by the Company, of each such Subsidiary and Joint Venture has been duly authorized and validly issued, is fully paid and and, in the case of capital stock, non-assessable and, in the case of any other equity interests, exempts the holder thereof from any expense or liability beyond the amount of such holder’s investment except as otherwise described in the Registration Statement, General Disclosure Package and the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect, and, each of the shares of capital stock or other applicable entity interests owned, directly or indirectly by the Company, is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other applicable entity interests, which are owned directly or indirectly by the Company, of any Subsidiary were or Joint Venture was issued in violation of the preemptive preemptive, co-sale, registration, right of first refusal or similar rights of any securityholder of such Subsidiary m. Capitalizationor Joint Venture or any other person. As The only subsidiaries of the date of this AgreementCompany are (a) the Subsidiaries listed on Schedule B hereto and the Joint Ventures listed on Schedule C hereto and (b) certain other subsidiaries which, the authorized Common Shares are as set forth considered in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and nonaggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-assessable. None 02 of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Savings (the “Bank”) is a bank chartered under the laws of the State of California and the charter of the Bank is in full force and effect. The Bank is the only “significant subsidiary” (“Significant Subsidiary”) of the Company (as such term is defined in Rule 1-02 of Regulation S-X). Each other subsidiary (as defined in Rule 405 under the Securities Act) of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or organization, has the requisite corporate or similar organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As arising by operation of law, or under the articles of incorporation, bylaws or other organizational documents of the date Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. The only Subsidiaries of this Agreementthe Company are those listed on Schedule IV hereto. The only Subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement. Except for the Subsidiaries, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive Company does not own beneficially, directly or other similar rights indirectly, more than five percent (5%) of any securityholder class of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any equity securities or similar interests for shares of the Company’s in any corporation, business trust, association or its subsidiaries’ capital stocksimilar organization, including OP Units and is not, directly or other ownership interests of the Operating Partnership. n.indirectly, a partner in any partnership or party to any joint venture.

Good Standing of Subsidiaries. Each “significant subsidiary” The Success Companies, Success Developments, L.L.C. and Points of the Company Colorado, Inc. (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “"Subsidiaries”") has have been duly organized and is are validly existing as corporations in good standing under the laws of the jurisdiction of its incorporation or organizationtheir incorporation, has have corporate or similar power and authority to own, lease and operate its their properties and to conduct its their business as described in the Registration Statement and the Prospectus and is are duly qualified as foreign corporations to transact business and is are in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, business except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issuedissues, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The acquisition of the date Subsidiaries (the "Acquisition") did not violate any provisions of this Agreementany partnership agreement, the authorized Common Shares are certificate of partnership, charter, bylaws or other organizational documents, as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None applicable, of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s Company or its subsidiaries’ capital stock. The Acquisition did not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice of the passage of time, or both, a default under (i) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries may be bound or affected or (ii) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or its subsidiaries, except as would not have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body was required, including OP Units the satisfaction of any requirements pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, for the completion of the Acquisitions, except for compliance with the Act, the Blue Sky and Canadian securities laws applicable to the Acquisition transactions, any except for any such consent, approval, authorization or other ownership interests order that was obtained by the closing of the Operating Partnership. n.Acquisitions.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, under the laws of its jurisdiction of organization and is in good standing under the laws of the its jurisdiction of its incorporation or organization, has power (corporate or similar power otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each Subsidiary has subsidiary of the Company which is a corporation, have been duly authorized and validly issued, is and are fully paid and non-assessable assessable, and is to the extent owned by the Operating Partnership, Company or any of its subsidiaries (except for directors’ qualifying shares and as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or through subsidiariesindirectly by the Company, free and clear of all liens, encumbrances, equities or claims, in each case with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect. The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company or Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, of such subsidiary, and to the extent owned by the Company or any security interestof its subsidiaries (except as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or indirectly by the Company, mortgagefree and clear of all liens, pledgeencumbrances, lienequities or claims, encumbrancein each case with such exceptions, claim individually or equity. None in the aggregate, as would not have a Material Adverse Effect; and none of the outstanding shares of capital stock stock, partnership interests, membership interests or shares of beneficial interests, as the case may be, of any Subsidiary were subsidiary of the Company was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.subsidiary.

Good Standing of Subsidiaries. Each Great Western Bank (the “Bank”) is a bank chartered under the laws of the State of South Dakota to transact business as a state-chartered bank and the charter of the Bank is in full force and effect. The Bank and each other “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Statement.

Good Standing of Subsidiaries. Each “significant subsidiarySignificant Subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) and each subsidiary of the Company that owns any real property (each, each a “Property Subsidiary” collectively and, collectivelytogether with the Significant Subsidiaries, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, general partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or organizationorganized, has corporate with full corporate, partnership or similar limited liability company power and authority to own, lease and operate operate, as the case may be, its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited partnership, general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where in any case in which the failure failure, individually or in the aggregate, so to so qualify or to be in good standing would not result in a Material Adverse Effect. All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable. Except as otherwise disclosed set forth in the Registration Statement General Disclosure Package and the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is Subsidiaries are owned by the Operating Partnership, Company either directly or through subsidiaries, wholly owned subsidiaries of the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and none of the outstanding shares of capital stock stock, partnership interests, limited liability company interests or other equivalent equity interests of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Significant Subsidiary m. Capitalizationother than the entities listed on Schedule E hereto. As of For the date purposes of this Agreement, the authorized Common Shares are as set forth in the Registration Statement “subsidiary” means each direct and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder indirect subsidiary of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n..

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company or the Operating Partnership (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) is listed on Schedule C hereto, has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of of, or other ownership interest in, each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company or the Operating Partnership, as applicable, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of of, or other ownership interest in, any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As Except for subsidiaries formed since the end of the date of this Agreementmost recent fiscal year, the authorized Common Shares are as set forth in only subsidiaries of the Registration Statement Operating Partnership and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and Company are fully paid and non-assessable. None of (A) the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights subsidiaries listed on Exhibit 21 to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stockAnnual Report on Form 10-K for the most recently ended fiscal year and (B) certain other subsidiaries which, including OP Units or other ownership interests considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, limited liability company, limited partnership, trust company, statutory business trust or bank in good standing under the laws of the its respective jurisdiction of its incorporation or organization, has corporate or similar organization with the power and authority (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Final Prospectus and is duly qualified as a foreign organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and non-assessable. All of the issued and outstanding shares of capital stock or other equity interests of each such Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or of equity. None ; none of the outstanding shares of capital stock or other equity interest of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder or equity holder of such Subsidiary m. CapitalizationSubsidiary. As The only Subsidiaries of the date of this Agreement, Company are the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each Affiliate (as defined in the Prospectus) and each other “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital share capital, common stock or membership interests (as applicable) of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable assessable, and is the share capital, common stock or membership interests, as applicable, owned by the Operating PartnershipCompany, directly or through subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital share capital, common stock or membership interests (as applicable) of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this AgreementCompany are (A) the subsidiaries listed on Exhibit 21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, the authorized Common Shares are as set forth 2016 and (B) certain other subsidiaries which, considered in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and nonaggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-assessable. None 02 of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each As of the completion of the Transactions contemplated by the Transaction Documents, each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except As of the completion of the Transactions contemplated in the Transaction Documents, except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interestLien (as defined below), mortgageexcept for those securing indebtedness under the Existing Credit Facilities or those which will secure the indebtedness under the New Credit Facility, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date Company as of the completion of the Transactions contemplated by this Agreement, Agreement are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21.1 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each IBERIABANK (the “Bank”) is a bank chartered under the laws of the State of Louisiana to transact business as a state-chartered bank and the charter of the Bank is in full force and effect. The Bank is the only “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) ). Each Subsidiary has been duly organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or organization, has the requisite corporate or similar organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As arising by operation of law, or under the date articles of this Agreementincorporation, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and nonby-assessable. None of the outstanding Common Shares were issued in violation of the preemptive laws or other similar rights of any securityholder organizational documents of the CompanyCompany or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares only Subsidiaries of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of Company are the Operating Partnership. n.Subsidiaries listed on Schedule C hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organizationorganization (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has corporate or similar power and authority to own, own or lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (or such equivalent concept to the extent it exists under the laws of such jurisdiction), whether by reason of the ownership or leasing of property their properties or the conduct of their business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding share capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None The only subsidiaries of the outstanding Company are (A) the subsidiaries listed on Exhibit 8.1 to the Company’s Annual Report on Form 20-F and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of ownership interest, from repaying to the Company any securityholder loans or advances to such subsidiary from the Company or from transferring any of such Subsidiary m. Capitalization. As of subsidiary’s properties or assets to the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive Company or any other similar rights of any securityholder subsidiary of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n..

Good Standing of Subsidiaries. Each The Bank, which is the only “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each Subsidiary has or other equity interests in the Bank have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary or other equity interests in the Bank were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalizationthe Bank or any other entity. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Operating Partnership. n.Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-XX are (i) the Subsidiaries listed on Exhibit 21 to the Company’s most recent Annual Report on Form 10-K, (eachii) LHO Backstreets Lessee, a “Subsidiary” andL.L.C., collectively(iii) LHO Backstreets, L.L.C., (iv) Westban Hotel Investors, LLC, (v) LHO ▇▇▇ Joad Circle DC, LLC, (vi) LHO Mission Bay ▇▇▇▇▇ Hotel, LLC, (vii) LHO Badlands, LLC and (viii) LHO Le Parc, LLC. Each of the “Subsidiaries”) Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or organization, organized and has corporate or similar the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Disclosure Package, and is duly qualified to transact business or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, and is in good standing in each the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing register would not result in a Material Adverse Effect. Except as otherwise disclosed in All the Registration Statement and the Prospectusoutstanding shares of capital stock, all of the issued and outstanding capital stock partnership interests, limited liability company interests or other equivalent equity interests of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly and validly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except nonassessable, and, except as otherwise set forth in each of the Disclosure Package and the Prospectus, there are no all outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units partnership interests, limited liability company interests or other ownership interests equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership. n.Partnership either directly or through wholly-owned Subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding capital stock or other ownership interests of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is is, or upon consummation of the Formation Transactions will be, owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the General Disclosure Package and the Prospectus and (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the General Disclosure Package and the Prospectus or to be repaid in connection with the offering contemplated therein. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalizationsubsidiary. As The Company does not, and will not upon consummation of the date Formation Transactions, own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the entities listed on Exhibit 21 to the Registration Statement. For the purposes of this Agreement, the authorized Common Shares are as set forth in the Registration Statement “subsidiary” means each direct and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder indirect subsidiary of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding optionsincluding, warrants or other rights to purchasewithout limitation, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n., and upon consummation of the Formation Transactions, each of the entities which contributed, directly or indirectly, to the Operating Partnership in the Formation Transactions.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing or equivalent status under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim other than as contemplated by the (1) Term Loan Credit Agreement, dated as of February 29, 2012, as amended, among the Company, Noranda Aluminum Acquisition Corporation, the lenders party thereto from time to time, Bank of America, N.A., as Administrative Agent and the other parties thereto; (2) ABL Credit Agreement, dated as of February 29, 2012, as amended, among the Company, Noranda Aluminum Acquisition Corporation, the lenders party thereto from time to time, Bank of America, N.A., as Administrative Agent and the other parties thereto; (3) Indenture, dated March 8, 2013, by and among Noranda Aluminum Acquisition Corporation, the Guarantors named therein, and U.S. Bank National Association, as Trustee; (4) liens, encumbrances or equitydefects in place as of the date hereof in connection with other debt outstanding as disclosed in the General Disclosure Package, in the case of each of (1) through (4) as disclosed in the General Disclosure Package and (5) as would not result in a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) subsidiary listed on Schedule G hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has requisite corporate or similar power and authority to own, lease and operate own its properties and to conduct its business as now conducted and as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is has been duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of where the ownership or leasing of property its properties or the conduct of businessbusiness requires such qualification, except where the failure to be so qualify qualified or to be in good standing or other equivalent local law status would not result not, individually or in the aggregate, have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding membership interests, shares of capital stock or other ownership interests, as the case may be, of each Subsidiary has the Subsidiaries have been duly authorized and validly issued, is are fully paid and non-assessable and (except, with respect to any Subsidiary that is owned a limited liability company, (i) that a member may be obligated to make contributions to such Subsidiary that such member has agreed to make, (ii) that a member may be obligated to repay funds wrongfully distributed to it or (iii) as otherwise provided by the Operating Partnership, directly or through subsidiaries, free limited liability company agreement for such limited liability company) and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were not issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreementrights; and, the authorized Common Shares are except as set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None , all of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectusmembership interests, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units stock or other ownership interests interests, as the case may be, of the Operating PartnershipSubsidiaries which are owned by the Company are owned free and clear of all liens, encumbrances, equities and claims other than (x) the security interests granted in connection with the “senior credit facilities” (as defined in the Registration Statement, the General Disclosure Package and the Prospectus and as amended, modified, waived or supplemented from time to time) and (y) the security interests granted under the Huntsman International credit facility. n.The only subsidiaries of the Company as of the completion of the offering are the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, except where the failure to be in good standing would not result in a Material Adverse Effect, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and Prospectus. Each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding capital stock or other ownership interests of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the Registration Statement, the General Disclosure Package and the Prospectus and (iii) any security interest, mortgage, pledge, lien, encumbrance or claim that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalizationsubsidiary. As The Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the date entities listed on Exhibit 21 to the most recent Annual Report on Form 10-K incorporated by reference into the Registration Statement. For the purposes of this Agreement, the authorized Common Shares are as set forth in the Registration Statement “subsidiary” means each direct and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder indirect subsidiary of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding optionsincluding, warrants or other rights to purchasewithout limitation, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n..

Good Standing of Subsidiaries. Each “significant subsidiary” direct or indirect subsidiary of the Company set forth in Exhibit 21.1 to the Registration Statement (as such term is defined in Rule 1-02 of Regulation S-X) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”) are the only Subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationformation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in The following direct or indirect subsidiaries of the Registration Statement Company are inactive and/or have no or nominal assets: Maritime Capital Shipping (HK) Limited, Maritime Glory Shipping Limited, Maritime Grace Shipping Limited, Atlantic Grace Shipping Limited, Harbour Business International Corp., Maritime Capital Shipping Limited, Seanergy Shipmanagement Corp., Gladiator Shipping Co., Guardian Shipping Co., Champion Ocean Navigation Co. Limited, Champion Marine Co., of the Republic of Liberia, Pembroke Chartering Services Limited and Martinique International Corp. (the Prospectus, all “Inactive Subsidiaries”). All of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiariesone or more wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility, financial lease, loan agreement or equity. None convertible promissory note (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, General Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the ProspectusSubsidiary. The issued Inactive Subsidiaries hold no material assets or liabilities and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are conduct no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.business operations.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including, without limitation, the Operating Partnership) (each, a “Subsidiary” and, and collectively, the “Subsidiaries”) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, has corporate corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of ownership interests in each Subsidiary has of the Company (including, without limitation, all of the issued and outstanding OP Units) have been duly authorized and validly issued, is are fully paid and non-assessable assessable, were issued in accordance with all applicable securities laws and is are owned by the Operating PartnershipCompany, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding capital stock of ownership interests in any Subsidiary of the Company were issued in violation of the any preemptive or similar rights, resale rights, rights of any securityholder of such Subsidiary m. Capitalizationfirst offer or refusal or other similar rights. As The only subsidiaries of the date Company are (A) the subsidiaries of this Agreement, the authorized Common Shares are as set forth in Company listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary,” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank), (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) ), has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary m. Capitalizationor any other entity. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Operating Partnership. n.Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each “significant subsidiary” Washington Mutual Bank fsb ("WMBfsb") has been duly organized and is validly existing as a federally chartered stock savings bank and is a stockholder and customer in good standing of the Federal Home Loan Bank of Seattle ("FHLBS"); WMBfsb's deposit accounts are insured up to applicable limits by the Federal Deposit Insurance Corporation ("FDIC"); and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or WMBfsb, threatened. Washington Mutual Bank ("WMB") has been duly organized and is validly existing and in good standing under the laws of the State of Washington and is a stockholder and customer in good standing of the FHLBS; WMB's deposit accounts are insured up to applicable limits by the FDIC; and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or WMB, threatened. American Savings Bank, F.A. ("ASB") has been duly organized and is validly existing as a federally chartered stock savings association and is a stockholder and customer in good standing of the Federal Home Loan Bank of San Francisco; ASB's deposit accounts are insured up to applicable limits by the FDIC; and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or ASB, threatened. WMBfsb, WMB and ASB (collectively, the "Subsidiaries") are the only "significant subsidiaries" (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction Company (and all of its incorporation or organizationthe subsidiaries of the Company other than the Subsidiaries, if considered in the aggregate as one subsidiary, would not constitute a significant subsidiary) and each of the Company's subsidiaries has the corporate or similar power and authority to own, lease and operate its properties and to conduct its business in all material respects as described in the Registration Statement and the Prospectus Prospectuses and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock of each Subsidiary of WMBfsb, WMB and ASB has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of any Subsidiary were of WMBfsb, WMB or ASB was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.subsidiary.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and all entities in which the Company has a direct or indirect majority equity interest or voting power (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized (to the extent applicable) and is validly existing as a corporation, general partnership, limited partnership, limited liability company, closed joint stock company, or similar entity in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, has corporate or similar organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , except that the Company's Capital Stock in Commstock International B.V. and in GTS Hungary has been pledged to Ericsson Finans A.B. and Creditanstalt Bank as collateral for certain borrowings; none of the outstanding shares of capital stock or other ownership interests of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (a) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (b) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single Subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a "significant subsidiary" as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” Dura Delivery Systems, Inc., a Delaware corporation ("DDSI"), Health Script Pharmacy Services, Inc., a Colorado corporation ("Health Script"), Healthco Solutions, Inc., a Colorado corporation ("Healthco"), HS Wholesaler, Inc., a Colorado corporation ("HS Wholesaler"), Scandi Acquisition Corp., a Delaware corporation ("Scandi"), DCI, Ltd., a corporation organized under the laws of the Cayman Islands ("DCI") Dura (Bermuda) Trading Company (as such term is defined in Rule 1-02 of Regulation S-X) (eachLtd., a “Subsidiary” corporation organized under the laws of Bermuda ("Dura (Bermuda)") are the only subsidiaries of Dura (DDSI, Health Script, Healthco, HS Wholesaler, DCI, Dura (Bermuda) and, collectivelyunless otherwise indicated, SDC, are hereinafter referred to as the “"Subsidiaries”) "). Except for the Subsidiaries, neither the Company nor any Subsidiary owns any shares of stock or any other equity securities of any corporation or has any equity interests in any firm, partnership, association or other entity other than 775,193 shares of Common Stock of Trega Biosciences, Inc. and 754,799 shares of Common Stock of Cosmederm Technologies, Inc., each held by Dura. Each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, ; all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (other than with respect to SDC) is owned solely by the Operating Partnership, directly Dura or through subsidiaries, another Subsidiary free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As arising by operation of law, under the date charter or by-laws of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive such Subsidiary or other similar rights of under any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants agreement to which Dura or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.such Subsidiary is a party.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organizationorganization (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (including the Operating Partnership) or of the Operating Partnership (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation or organizationformation, has corporate corporate, partnership or similar limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the Prospectus and the Prospectus Disclosure Package and is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the Prospectus and the ProspectusDisclosure Package, all of the issued and outstanding capital stock equity interests of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company or the Operating Partnership, as applicable, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding capital stock equity interests of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As of Other than the date of this AgreementSubsidiaries, neither the authorized Common Shares are as set forth Company nor the Operating Partnership has any subsidiary that individually is, or in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and aggregate with other non-assessable. None Subsidiaries would be, a “significant subsidiary” within the meaning of the outstanding Common Shares were issued in violation Rule 1-02 of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) and Wildwood Hospitality LLC, a Missouri limited liability company, and Franklin Mortgage Company, LLC, a Missouri limited liability company (each, a “"Significant Subsidiary” " and, collectively, the “"Significant Subsidiaries”") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties and properties, to conduct its business as described and, in the Registration Statement case of the Bank, to enter into, and the Prospectus perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-non- assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary m. Capitalizationor any other entity. As The only subsidiaries of the date of this AgreementCompany other than the Significant Subsidiaries are subsidiaries which, the authorized Common Shares are as set forth considered in the Registration Statement and aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the Prospectus. meaning of Rule 1-02 of Regulation S-X. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None deposit accounts of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder each of the Company. The issued 's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and outstanding OP Units have been duly authorized the rules and validly issued regulations of the FDIC, and are fully paid. Except as set forth in no proceeding for the Prospectusrevocation or termination of such insurance is pending or, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares the knowledge of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.threatened.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized incorporated or formed, as the case may be, and is validly existing as a corporation, limited liability company, trust company, statutory business trust or bank in good standing under the laws of the jurisdiction of its incorporation or organization, formation and has corporate or similar the requisite power and authority to own, lease and operate its properties and to conduct its business as described disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus and Prospectus. Each subsidiary of the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify qualify, or to be in good standing standing, would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, ; all of the issued and outstanding capital stock of each Subsidiary subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and non-assessable nonassessable, and all of the issued and outstanding capital stock or other equity interests of each subsidiary is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim except any and all restrictions under applicable federal and state securities laws or equityunder any statute, order, rule or regulation of any Governmental Entity having jurisdiction over the Company or any of its subsidiaries; the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock or other equity interests of any Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder or equity holder of such Subsidiary m. Capitalizationsubsidiary. As The activities of the date subsidiaries of this Agreement, the authorized Common Shares Bank are as set forth in the Registration Statement and the Prospectuspermitted to subsidiaries of a national banking association. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None deposit accounts of the outstanding Common Shares were issued in violation of Bank are insured up to the preemptive or other similar rights of any securityholder of applicable limits by the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in Federal Deposit Insurance Corporation (the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.“FDIC”).

Good Standing of Subsidiaries. Each The only subsidiaries of the Company that constitute a “significant subsidiary” of the Company (as such term is defined in within the meaning of Rule 1-02 02(w) of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the Subsidiaries listed on Exhibit D hereto, as amended to include the subsidiaries of the Company listed on Exhibit 21 to the Company’s most recently filed Annual Report on Form 10-K that is filed after the date hereof that constitute a “significant subsidiary” as of such date. Each of the Subsidiaries of the Company has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership, limited liability company or other entity, as applicable, in good standing under the laws of the jurisdiction in which it is chartered or organized (to the extent the concept of its incorporation or organization, good standing is recognized in such jurisdiction) and has corporate or similar the requisite organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectus, and is duly qualified to transact business or registered as a foreign corporation, limited partnership, general partnership, limited liability company or other entity, as applicable, and is in good standing in each the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or register would not, individually or in the aggregate, reasonably be expected to be in good standing would not result in a Material Adverse Effect. Except All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and validly issued and, in the case of each Subsidiary that is a corporation, are fully paid and non-assessable, and, except as otherwise disclosed set forth in each of the Registration Statement and the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is Subsidiaries are owned by the Operating PartnershipCompany, as applicable, either directly or through subsidiarieswholly-owned Subsidiaries, free and clear of any perfected security interestinterest or any other security interests, mortgagemortgages, pledgepledges, lienLiens (as defined herein), encumbranceencumbrances, claim claims in law or in equity. None , and none of the outstanding shares of capital stock stock, partnership interests, limited liability company interests or other equivalent equity interests of any Subsidiary the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder security of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.each Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each, each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualify or to be in good standing qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock equity securities of each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder stockholder of such Subsidiary m. CapitalizationSubsidiary. As The only Subsidiaries of the Company as of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and or the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and most recent amendment to the Registration Statement, as applicable, are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of subsidiaries listed on Exhibit 21.1 to the preemptive Registration Statement or other similar rights of any securityholder of such amendment to the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has corporate or similar all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where in each case as would not, singly or in the failure aggregate, reasonably be expected to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus or as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is (other than directors’ qualifying shares and similar interests) are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity and none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary m. Capitalizationor any other entity. As of the date of this Agreement, the authorized Common Shares are as set forth in Exhibit 21 to the Registration Statement and complies with Rule 601(b)(21) under the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Securities Act Regulations.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or could not reasonably be expected to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding capital stock or other ownership interests of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable (except to the extent such non-assessability may be affected by Section 17-607 of the Delaware Revised Uniform Limited Partnership Act or Section 18-607 of the Delaware Limited Liability Company Act) and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the Registration Statement, the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalizationsubsidiary. As The Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the date entities listed on Schedule E hereto. For the purposes of this Agreement, the authorized Common Shares are as set forth in the Registration Statement “subsidiary” means each direct and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder indirect subsidiary of the Company. The issued , including, without limitation, the Operating Partnership and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n..

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including, without limitation, the Operating Partnership) (each, a “Subsidiary” and, and collectively, the “Subsidiaries”) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, has corporate corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of ownership interests in each Subsidiary has of the Company (including, without limitation, all of the issued and outstanding OP Units) have been duly authorized and validly issued, is are fully paid and non-assessable assessable, were issued in accordance with all applicable securities laws and is are owned by the Operating PartnershipCompany, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding capital stock of ownership interests in any Subsidiary of the Company were issued in violation of the any preemptive or similar rights, resale rights, rights of any securityholder of such Subsidiary m. Capitalizationfirst offer or refusal or other similar rights. As The only subsidiaries of the date Company are (A) the subsidiaries of this Agreementthe Company listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, the authorized Common Shares are as set forth 2019, incorporated or deemed to be incorporated by reference in the Registration Statement Statement, and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary,” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise described in the Registration Statement, the General Disclosure Package and the Prospectus) and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (other than liens granted in connection with the Credit Facilities (as defined in the General Disclosure Package)). None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights subsidiaries listed on Exhibit 21.1 to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stockAnnual Report on Form 10-K for the most recent fiscal year and (B) certain other subsidiaries which, including OP Units or other ownership interests considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiarySignificant Subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) and each subsidiary of the Company that owns any real property (each, each a “Property Subsidiary” collectively and, collectivelytogether with the Significant Subsidiaries, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, general partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or organizationorganized, has corporate with full corporate, partnership or similar limited liability company power and authority to own, lease and operate operate, as the case may be, its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited partnership, general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where in any case in which the failure failure, individually or in the aggregate, so to so qualify or to be in good standing would not result in a Material Adverse Effect. All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each Significant Subsidiary and each Property Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable. Except as otherwise disclosed set forth in the Registration Statement General Disclosure Package and the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the issued Significant Subsidiaries and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is the Property Subsidiaries are owned by the Operating Partnership, Company either directly or through subsidiaries, wholly owned subsidiaries of the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and none of the outstanding shares of capital stock stock, partnership interests, limited liability company interests or other equivalent equity interests of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiarySignificant Subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) and each subsidiary of the Company that owns any real property (each, each a “Property Subsidiary” collectively and, collectivelytogether with the Significant Subsidiaries, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, general partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or organizationorganized, has corporate with full corporate, partnership or similar limited liability company power and authority to own, lease and operate operate, as the case may be, its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited partnership, general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where in any case in which the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each Significant Subsidiary and each Property Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable. Except as otherwise disclosed set forth in the Registration Statement General Disclosure Package and the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the issued Significant Subsidiaries and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is the Property Subsidiaries are owned by the Operating Partnership, Company either directly or through subsidiaries, wholly owned subsidiaries of the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and none of the outstanding shares of capital stock stock, partnership interests, limited liability company interests or other equivalent equity interests of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding capital stock or other ownership interests of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the General Disclosure Package and the Prospectus and (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalizationsubsidiary. As The Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the date entities listed on Exhibit 21 to the Registration Statement. For the purposes of this Agreement, the authorized Common Shares are as set forth in the Registration Statement “subsidiary” means each direct and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder indirect subsidiary of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding optionsincluding, warrants or other rights to purchasewithout limitation, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n..

Good Standing of Subsidiaries. Each Valley National Bank (the “significant subsidiary” Bank”) is a bank chartered under the laws of the Company (United States of America to transact business as such term a national banking association and the charter of the Bank is defined in Rule 1-02 full force and effect. The Bank is the only depositary institution subsidiary of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) Company. Each Significant Subsidiary has been duly organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or organization, has the requisite corporate or similar organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary m. Capitalization. As arising by operation of law, or under the articles of incorporation, bylaws or other organizational documents of the date Company or any Significant Subsidiary or under any agreement to which the Company or any Significant Subsidiary is a party. The only Significant Subsidiaries of this Agreementthe Company are those listed on Schedule D hereto. Except for the Subsidiaries, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive Company does not own beneficially, directly or other similar rights indirectly, more than five percent (5%) of any securityholder class of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any equity securities or similar interests for shares of the Company’s in any corporation, business trust, association or its subsidiaries’ capital stocksimilar organization, including OP Units and is not, directly or other ownership interests of the Operating Partnership. n.indirectly, a partner in any partnership or party to any joint venture.

Good Standing of Subsidiaries. Each “significant subsidiary” consolidated subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) ), has been duly incorporated or organized and is validly existing as a corporation, limited liability company or partnership in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate the corporate, limited liability or similar partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership it owns or leasing of property leases substantial properties or in which the conduct of businessits business requires such qualification, except where the failure to be so qualify qualified or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except material adverse effect on the Company and its Subsidiaries considered as one enterprise; except as otherwise disclosed in the Registration Statement Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock stock, limited liability membership interests or partnership interests of each Subsidiary has been duly authorized and validly issuedissued and, with respect to outstanding capital stock, is fully paid and non-assessable assessable, and is all shares of capital stock, limited liability membership interests or partnership interests of such Subsidiaries owned by the Operating PartnershipCompany, directly or through subsidiariesone or more Subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are except as set forth or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, and except for such security interest, mortgage, pledge, lien, encumbrance, claim or equity the enforcement of which, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect on the Company and its Subsidiaries considered as one enterprise. The issued and outstanding Common Shares have been duly authorized and validly issued and only subsidiaries that are fully paid and non-assessable. None “significant subsidiaries” of the outstanding Common Shares were issued Company (as such term is defined in violation Rule 1-02(w) of Regulation S-X promulgated under the preemptive or other similar rights ▇▇▇▇ ▇▇▇) are United States Cellular Corporation and TDS Telecommunications LLC (the “Significant Subsidiaries”), not including subsidiaries of any securityholder such Significant Subsidiaries which would satisfy the test in Rule 1-02(w) of Regulation S-X promulgated under the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.1933 Act if considered separately.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) subsidiary listed on Schedule E hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has requisite corporate or similar power and authority to own, lease and operate own its properties and to conduct its business as now conducted and as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is has been duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of where the ownership or leasing of property its properties or the conduct of businessbusiness requires such qualification, except where the failure to be so qualify qualified or to be in good standing or other equivalent local law status would not result not, individually or in the aggregate, have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding membership interests, shares of capital stock or other ownership interests, as the case may be, of each Subsidiary has the Subsidiaries have been duly authorized and validly issued, is are fully paid and non-assessable and (except, with respect to any Subsidiary that is owned a limited liability company, (i) that a member may be obligated to make contributions to such Subsidiary that such member has agreed to make, (ii) that a member may be obligated to repay funds wrongfully distributed to it or (iii) as otherwise provided by the Operating Partnership, directly or through subsidiaries, free limited liability company agreement for such limited liability company) and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were not issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreementrights; and, the authorized Common Shares are except as set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None , all of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectusmembership interests, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units stock or other ownership interests interests, as the case may be, of the Operating PartnershipSubsidiaries which are owned by the Company are owned free and clear of all liens, encumbrances, equities and claims other than the security interests granted in connection with the “senior credit facilities” (as defined in the Registration Statement, the General Disclosure Package and the Prospectus and as amended, modified, waived or supplemented from time to time). n.The only subsidiaries of the Company as of the completion of the offering are the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including, without limitation, the Operating Partnership) (each, a “Subsidiary” and, and collectively, the “Subsidiaries”) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, has corporate corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of ownership interests in each Subsidiary has of the Company (including, without limitation, all of the issued and outstanding OP Units) have been duly authorized and validly issued, is are fully paid and non-assessable assessable, were issued in accordance with all applicable securities laws and is are owned by the Operating PartnershipCompany, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding capital stock of ownership interests in any Subsidiary of the Company were issued in violation of the any preemptive or similar rights, resale rights, rights of any securityholder of such Subsidiary m. Capitalizationfirst offer or refusal or other similar rights. As The only subsidiaries of the date Company are (A) the subsidiaries of this Agreementthe Company listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, the authorized Common Shares are as set forth 2018, incorporated or deemed to be incorporated by reference in the Registration Statement Statement, and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary,” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including, without limitation, the Operating Company) (each, a “Subsidiary” and, and collectively, the “Subsidiaries”) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, has corporate corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to properties, conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and, in the case of the Operating Company, enter into and perform its obligations under the Operative Documents to which it is party and is duly qualified to transact business as a foreign entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of ownership interests in each Subsidiary has of the Company (including, without limitation, all of the issued and outstanding LLC Interests) have been duly authorized and validly issued, is are fully paid and non-assessable assessable, were issued in accordance with all applicable securities laws and is are owned by the Operating PartnershipCompany, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding capital stock of ownership interests in any Subsidiary of the Company were issued in violation of the any preemptive or similar rights, resale rights, rights of any securityholder of such Subsidiary m. Capitalizationfirst offer or refusal or other similar rights. As The only subsidiaries of the date Company are (A) the subsidiaries of this Agreementthe Company listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, the authorized Common Shares are as set forth 2023, incorporated or deemed to be incorporated by reference in the Registration Statement Statement, and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary,” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except to the extent any such security interest, mortgage, pledge, lien, encumbrance, claim or equity would not, singly or in the aggregate, result in a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21.1 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (B) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As of the date of this Agreement, the authorized Common Shares are Except as set forth disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, no Subsidiary is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such Subsidiary’s capital stock or from repaying to the Company or any other Subsidiary any amounts that may from time to time become due under any loans or advances to such Subsidiary from the Company or such other Subsidiary, or from transferring any such Subsidiary’s property or assets to the Company or to any other Subsidiary. Other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and other than securities held for investment purposes, the Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None only subsidiaries of the outstanding Common Shares were issued in violation of Company are the preemptive or other similar rights of any securityholder of subsidiaries listed on Exhibit 21 to the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has corporate or similar all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary m. Capitalizationor any other entity. As The only subsidiaries of the date of this AgreementCompany are (A) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, the authorized Common Shares are as set forth 2011 and (B) certain other subsidiaries which, considered in the Registration Statement and aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the Prospectus. meaning of Rule 1-02 of Regulation S-X. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares deposit accounts of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests banking subsidiary are insured up to the applicable limits by the Deposit Insurance Fund of the Operating Partnership. n.Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each “significant subsidiary” Dura Delivery Systems, Inc., a Delaware corporation ("DDSI"), Health Script Pharmacy Services, Inc., a Colorado corporation ("Health Script"), Healthco Solutions, Inc., a Colorado corporation ("Healthco"), HS Wholesaler, Inc., a Colorado corporation ("HS Wholesaler"), Scandi Acquisition Corp., a Delaware corporation ("Scandi"), DCI, Ltd., a corporation organized under the laws of the Cayman Islands ("DCI"), Dura (Bermuda) Trading Company (as such term is defined in Rule 1-02 of Regulation S-X) (eachLtd., a “Subsidiary” corporation organized under the laws of Bermuda ("Dura (Bermuda)") are the only subsidiaries of Dura (DDSI, Health Script, Healthco, HS Wholesaler, Scandi, DCI, Dura (Bermuda) and, collectivelyunless otherwise indicated, SDC, are hereinafter referred to as the “"Subsidiaries”) "). Except for the Subsidiaries, neither Dura nor any Subsidiary owns any shares of stock or any other equity securities of any corporation or has any equity interests in any firm, partnership, association or other entity other than 775,193 shares of Common Stock of Trega Biosciences, Inc. and 754,799 shares of Common Stock of Cosmederm Technologies, Inc., each held by Dura. Each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, ; all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and (other than with respect to SDC) is owned solely by the Operating Partnership, directly Dura or through subsidiaries, another Subsidiary free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As arising by operation of law, under the date charter or by-laws of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive such Subsidiary or other similar rights of under any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants agreement to which Dura or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.such Subsidiary is a party.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, except where the failure to be in good standing would not result in a Material Adverse Effect, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Statement, the Prospectus and any Issuer Free Writing Prospectus. Each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding capital stock or other ownership interests of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the Registration Statement and the Prospectus, (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the Registration Statement and the Prospectus and (iii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalizationsubsidiary. As of the date hereof, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the entities listed on Exhibit H hereto. For the purposes of this Agreement, the authorized Common Shares are as set forth in the Registration Statement “subsidiary” means each direct and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder indirect subsidiary of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding optionsincluding, warrants or other rights to purchasewithout limitation, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n..

Good Standing of Subsidiaries. Each The following is a list of the Company’s wholly-owned or majority-owned subsidiaries which constitute a “significant subsidiary” of the Company (as such term is defined in under Rule 1-02 of Regulation S-XX under the 1934 Act): the Agrium Partnership (as defined in the Preliminary Prospectuses and the Final Prospectuses) (eachthe “Partnership”) and Crop Production Services, Inc. (each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”) ). None of the other wholly-owned or majority-owned subsidiaries of the Company, considered individually, constitute a “significant subsidiary” (as such term is defined under Rule 1-02 of Regulation S-X under the 1934 Act). Each Subsidiary has been duly organized and is validly existing as a corporation or partnership in good standing under the laws of the jurisdiction of its incorporation or organizationformation, has the corporate or similar partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus Final Prospectuses and is duly qualified as an extra-provincial or foreign corporation or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessbusiness or otherwise, except where the failure so to so qualify qualify, register or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement General Disclosure Package and the ProspectusFinal Prospectuses, all of the issued and outstanding share capital stock or partnership interests of each Subsidiary such Subsidiary, as applicable, has been duly authorized and validly issued, is fully paid and non-assessable and all of the issued and outstanding share capital or partnership interests of each such Subsidiary is owned by the Operating Partnership, Company directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding share capital stock or partnership interests of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Subsidiary.

Good Standing of Subsidiaries. Each entity that is a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) and each Guarantor (i) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and (ii) is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing with respect to (ii) would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has and Guarantor have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary or Guarantor were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Guarantor.

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (identified as such term is defined in Rule 1-02 of Regulation S-X) (each, under a “Subsidiary” and, collectively, the “Subsidiaries”) separate caption on Exhibit D has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, is are fully paid and (except in the case of general partnership interests) non-assessable and is are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None Lien; and none of the outstanding shares of capital stock stock, partnership interests or limited liability company interests, membership interests or other similar interests of any Subsidiary were such subsidiary was issued in violation of the any preemptive or similar rights, rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive first refusal or other similar rights of any securityholder of the Companysuch subsidiary or any other person. The issued only subsidiaries of the Company are the subsidiaries listed on Exhibit D hereto and outstanding OP Units have been duly authorized Exhibit D accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and validly issued and are fully paid. Except as set forth the jurisdiction of organization of each such subsidiary and, in the Prospectuscase of any subsidiary that is a partnership or limited liability company, there are no outstanding optionsits general partners and managing members, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or respectively. The Company has identified its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Material Subsidiaries under a separate caption on Exhibit D.

Good Standing of Subsidiaries. Each The Bank is a commercial bank chartered under the laws of the State of Alabama to transact business as a state financial institution and the charter of the Bank is in full force and effect. The Bank is the only “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “). The Company has no other direct or indirect Subsidiaries”) . The Bank has been duly organized and is validly existing as an Alabama banking corporation in good standing under the laws of the jurisdiction State of its incorporation or organizationAlabama, has the requisite corporate or similar organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance, equity or adverse claim or equity. None (“Lien”); none of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As arising by operation of law, or under the articles of incorporation, bylaws or other organizational documents of the date of this AgreementCompany or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. Except for the Bank, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive Company does not own beneficially, directly or other similar rights indirectly, more than five percent (5%) of any securityholder class of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any equity securities or similar interests for shares of the Company’s in any corporation, business trust, association or its subsidiaries’ capital stocksimilar organization, including OP Units and is not, directly or other ownership interests of the Operating Partnership. n.indirectly, a partner in any partnership or party to any joint venture.

Good Standing of Subsidiaries. Each “significant subsidiary” of entity listed on Exhibit 21 to the Company Registration Statement (as such term is defined in Rule 1-02 of Regulation S-X) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”) ), has been duly organized and organized, is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business, except where the failure to be so qualify qualified or to be in good standing would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all All of the issued and outstanding capital stock or other ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is is, or upon consummation of the offering of the Offered Shares will be, owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, or claim, except to the extent any such security interest, mortgage, pledge, lien, encumbrance, or claim or equitywould not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The Company does not, and will not upon consummation of the date offering of this Agreementthe Offered Shares, own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than (i) the authorized Common Shares are as set forth in entities listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and (ii) such other entities omitted from Exhibit 21 which, when such omitted entities are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth considered in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares aggregate as a single subsidiary would not constitute a “significant subsidiary,” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each, each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualify or to be in good standing qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder stockholder of such Subsidiary m. CapitalizationSubsidiary. As The only direct subsidiaries of the Company as of the date of this Agreementthe Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the authorized Common Shares are as set forth subsidiaries listed on Exhibit 21 to the Registration Statement or such amendment to the Registration Statement. No Pending Action. There is no action, suit or proceeding pending, or, to the knowledge of the Company, threatened or contemplated before or by any arbitrator, court or other government body, domestic or foreign, against or affecting any Issuer Entity or any respective subsidiary thereof which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the Prospectusproperties or assets thereof or the consummation of the transactions contemplated by this Agreement. The issued and outstanding Common Shares have been duly authorized and validly issued and aggregate of all pending legal or governmental proceedings to which any Issuer Entity or any respective subsidiary thereof is a party or of which any of their respective properties or assets is the subject which are fully paid and non-assessable. None of not described in the outstanding Common Shares were issued Registration Statement, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in violation of the preemptive a Material Adverse Effect or materially adversely affect other similar rights properties or assets of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants Issuer Entity or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.respective subsidiary thereof.

Good Standing of Subsidiaries. Each “significant subsidiary” (within the meaning of the Company (as such term is defined in Rule Section 1-02 of Regulation S-X) of the Company other than the Operating Partnership (each, a “Subsidiary” and”), collectively, the “Subsidiaries”) has been duly incorporated, organized or formed and is validly existing in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, has corporate corporate, partnership or company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in under the laws of each foreign jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each Subsidiary has been duly authorized and validly issued, is fully paid to the extent required under the applicable limited liability company agreement and non-assessable (except (i) in the case of interests held by general partners or similar entities under the applicable laws of other jurisdictions and (ii) as such non-assessability may be affected by Section 18-607 or Section 18-804 of the Delaware Limited Liability Company Act or similar provisions under the applicable laws of other jurisdictions or the applicable limited liability company agreement), and is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None only Subsidiary of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the ProspectusCompany is Trilogy REIT Holdings, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.LLC.

Good Standing of Subsidiaries. Each “significant subsidiary” consolidated subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) ), has been duly incorporated or organized and is validly existing as a corporation, limited liability company or partnership in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate the corporate, limited liability or similar partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership it owns or leasing of property leases substantial properties or in which the conduct of businessits business requires such qualification, except where the failure to be so qualify qualified or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except material adverse effect on the Company and its Subsidiaries considered as one enterprise; except as otherwise disclosed in the Registration Statement Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock stock, limited liability membership interests or partnership interests of each Subsidiary has been duly authorized and validly issuedissued and, with respect to outstanding capital stock, is fully paid and non-assessable assessable, and is all shares of capital stock, limited liability membership interests or partnership interests of such Subsidiaries owned by the Operating PartnershipCompany, directly or through subsidiariesone or more Subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are except as set forth or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus. The issued , and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None except for such security interest, mortgage, pledge, lien, encumbrance, claim or equity the enforcement of the outstanding Common Shares were issued in violation of the preemptive which, individually or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectusaggregate, there are no outstanding options, warrants or other rights would not reasonably be expected to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of result in a material adverse effect on the Company’s or Company and its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Subsidiaries considered as one enterprise.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, ; all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-non assessable and is owned by the Operating PartnershipCompany, directly or through subsidiarieswholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity except for those arising under Credit Facilities (as hereinafter defined) as disclosed in the Registration Statement, General Disclosure Package and the Prospectus; none of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary m. CapitalizationSubsidiary. As The only vessel-owning Subsidiaries of the date of this Agreement, Company are the authorized Common Shares are as set forth in the Registration Statement Subsidiaries listed on Schedule E-1 hereto and the Prospectusonly Subsidiaries that have contracted to acquire vessels are listed on Schedule E-2 hereto. The issued Other than the Subsidiaries listed on Schedule E-1 and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the ProspectusSchedule E-2 hereto, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares material Subsidiaries of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n..

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) (each, each a “Subsidiary” and, and collectively, the “Subsidiaries”) ), which includes, without limitation, the Operating Partnership, Sunstone Hotel TRS Lessee, Inc., a Delaware corporation, Buy Efficient, L.L.C., a Delaware limited liability company, and Sunstone Century Star, LLC, a Delaware limited liability company, has been duly incorporated or organized and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar formation with the power and authority (corporate and otherwise) to own, lease and operate own its properties and to conduct its business as described in the Registration Statement and Prospectus. Each of the Prospectus and Subsidiaries is duly qualified to transact do business and is as a foreign corporation in good standing in each jurisdiction (which jurisdictions are set forth on Exhibit E attached hereto) in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where the failure to so qualify or to be in good standing would not result in have a Material Adverse Effect. Except , except as otherwise disclosed in the Registration Statement and the ProspectusStatement, all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company or the Operating Partnership directly or indirectly (other than the membership interests (the “Common Units”) of the Operating Partnership issued to Sunstone Hotel Investors, L.L.C., Sunstone/WB Hotel Investors IV, LLC, WB Hotel Investors, LLC and Sunstone/WB Manhattan Beach, LLC (collectively, the “Contributing Entities”) in connection with the transactions contemplated by the Structuring and Contribution Agreement dated as of July 4, 2004, by and among the Operating Partnership, directly or through subsidiariesthe Company, the Contributing Entities and Alter SHP, LLC), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , none of the outstanding shares of capital stock of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As The only subsidiaries of the date of this Agreement, Company are (a) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or (b) certain other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth subsidiaries which, considered in the Prospectusaggregate as a single Subsidiary, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares do not constitute a “significant subsidiary” as defined in Rule 1-02 of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.

Good Standing of Subsidiaries. Each The only subsidiaries of the Company that constitute a “significant subsidiary” of the Company (as such term is defined in within the meaning of Rule 1-02 02(w) of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the Subsidiaries listed on Schedule I hereto, as amended to include the subsidiaries of the Company listed on Exhibit 21.1 to the Company’s most recently filed Annual Report on Form 10-K that is filed after the date hereof that constitute a “significant subsidiary” as of such date. Each of the Subsidiaries of the Company has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or organization, organized and has corporate or similar the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus Prospectus, and is duly qualified to transact business or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, and is in good standing in each the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be register would not, individually or in good standing would not the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in All the Registration Statement and the Prospectusoutstanding shares of capital stock, all of the issued and outstanding capital stock partnership interests, limited liability company interests or other equivalent equity interests of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None , and, except as otherwise set forth in each of the Registration Statement and the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company, as applicable, either directly or through wholly-owned Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding Common Shares shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were issued in violation of the preemptive or other similar rights of any securityholder security of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.each Subsidiary.

Good Standing of Subsidiaries. Each The only “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) of the Company are SPT Real Estate Sub I, LLC and SPT TALF Sub I, LLC (each, a “Subsidiary” and, collectively, the “Subsidiaries”) ). Each Subsidiary has been duly organized and is validly existing as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or organization, has corporate or similar such entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating PartnershipCompany, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interest of any Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. CapitalizationSubsidiary. As of Except for the date of this Agreementequity interests in the Subsidiaries, the authorized Common Shares are as set forth Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive any firm, partnership, joint venture, association or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.entity.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “"Significant Subsidiary” " and, collectively, the “"Significant Subsidiaries”") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has corporate or similar all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued, is are fully paid and and, except for the Bank, as provided under Section 3807 of the Michigan Banking Code of 1999, as amended, non-assessable and is and, in the case of each Significant Subsidiary, are owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary m. Capitalizationor any other entity. As The only subsidiaries of the date of this Agreement, Company are (A) the authorized Common Shares are as set forth in subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the Prospectus. aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None deposit accounts of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder each of the Company. The issued 's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and outstanding OP Units have been duly authorized the rules and validly issued regulations of the FDIC, and are fully paid. Except as set forth in no proceeding for the Prospectusrevocation or termination of such insurance is pending or, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares the knowledge of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.threatened.

Good Standing of Subsidiaries. Each “significant subsidiary” The Company represents and warrants that set forth on Schedule C are each of its subsidiaries that are material, financial or otherwise, to the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise (as such term is defined in Rule 1-02 of Regulation S-X) (each, each a “Subsidiary” and, and collectively, the “Subsidiaries”) and set forth on Schedule D are each of its joint ventures (that are not also Subsidiaries) that are material, financial or otherwise, to the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise (each a “Joint Venture” and collectively, the “Joint Ventures”). Each Subsidiary and Joint Venture has been duly organized and is validly existing as a corporation, limited liability company, limited partnership or limited liability limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect, has corporate or similar other applicable entity, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other applicable entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement Statement, General Disclosure Package and the Prospectus, Prospectus all of the issued and outstanding capital stock or other applicable entity interests, which are owned directly or indirectly by the Company, of each such Subsidiary and Joint Venture has been duly authorized and validly issued, is fully paid and and, in the case of capital stock, non-assessable and, in the case of any other equity interests, exempts the holder thereof from any expense or liability beyond the amount of such holder’s investment except as otherwise described in the Registration Statement, General Disclosure Package and the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect, and, each of the shares of capital stock or other applicable entity interests owned, directly or indirectly by the Company, is owned by the Operating PartnershipCompany, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other applicable entity interests, which are owned directly or indirectly by the Company, of any Subsidiary were or Joint Venture was issued in violation of the preemptive preemptive, co-sale, registration, right of first refusal or similar rights of any securityholder of such Subsidiary m. Capitalizationor Joint Venture or any other person. As The only subsidiaries of the date of this AgreementCompany are (a) the Subsidiaries listed on Schedule C hereto and the Joint Ventures listed on Schedule D hereto and (b) certain other subsidiaries which, the authorized Common Shares are as set forth considered in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and nonaggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-assessable. None 02 of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n.Regulation S-X.