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 promulgated by the Commission) (i) 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 organization; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

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 promulgated by are the Commission) (i) Subsidiaries listed on Exhibit 21 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 or partnership, general partnership or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its organization; (ii) in which it is chartered or organized and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; , and (iii) is duly qualified or registered as a foreign corporation, limited or partnership, general partnership or limited liability company, as the case may beapplicable, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) in each 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 the cases of clauses (ii) and (iii), where the failure to have such power and authority so qualify or to be so qualified or register would not result in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . 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 are fully paid and non-assessable, and, except as otherwise disclosed set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporationstock, 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 interests, limited liability company interests, membership interests or other similar interests equivalent equity interest of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable and Subsidiaries are owned by the CompanyCompany or the Operating Partnership, as applicable, either directly or through subsidiaries, wholly-owned Subsidiaries free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary perfected security interest or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporationsecurity interests, limited claims, liens or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyencumbrances.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the 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” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) Carvana Parties 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 organization; (ii) , 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, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the CompanyCompany or Carvana Group, LLC, as applicable, directly or through subsidiaries, free and clear of any Lienall Liens, except for such Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson that have not been waived in writing. The only “significant subsidiaries” subsidiaries of the Company and Carvana Group, LLC are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company and Carvana Group, LLC 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” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Schedule IV hereto 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B Schedule IV hereto and Exhibit B Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto under the caption “Significant Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by other than the Commission) Operating Partnership (i) 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 organization; , (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and clause (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary of the Company that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary of the Company (including the Operating Partnership) 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned owned, directly or indirectly by the Company, directly or through subsidiaries, free and clear of any LienLien (other than as a result of borrowings pursuant to any indenture or financing transaction or repurchase agreement described in the Registration Statement, the General Disclosure Package or the Prospectus); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; organization (ii) in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” meaning that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the register of companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation and all of the issued and outstanding partnership interests of each such subsidiary Material 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each Material Subsidiary that is a limited liability company have been validly issued and holders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of (i) and (ii), except with respect to StarStone Insurance Bermuda Limited and Fitzwilliam Insurance Limited to the extent each has minority securityholders, are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) subsidiaries listed on Exhibit C hereto 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 organization; (ii) , 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 and the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Prospectus and the any Permitted Free Writing Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non- assessable and are owned by the CompanyCompany or Carvana Group, as applicable, directly or through subsidiaries, free and clear of any Lienall Liens, except for such Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson that have not been waived in writing. The only Any subsidiaries of the Company and Carvana Group which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B C hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, and Realty Income Texas Properties, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, 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 (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and Crest Net Lease, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, 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 (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, and Realty Income Texas Properties, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or equity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or of the conduct of business, except in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, 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 (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or partnership, limited liability companycompany or statutory trust, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or partnership, limited liability companycompany or statutory trust, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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 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 or statutory trust have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company or a statutory trust was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or or, to the knowledge of the Company, any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or partnership, limited liability company or statutory trust and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary that is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) a corporation has been duly organized incorporated and is validly existing as a corporation, limited in good standing under the laws of the state of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or general partnership leases properties or limited liability companyconducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each Subsidiary that is a bank has been duly chartered and is validly existing as the a national or state chartered bank, in each case may be, in good standing under the laws of the jurisdiction of its organization; (ii) has , with power and authority as a national or state chartered bank to own, lease and operate own its properties and to conduct its business as described in the Registration StatementProspectus, and has been duly qualified for the General Disclosure Package transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each Subsidiary that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its formation, with limited liability company power and authority to own its properties and conduct its business as described in the Prospectus; , and (iii) is has been duly qualified as a foreign limited liability company for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; all of the issued shares of capital stock or limited liability company interests of each Subsidiary that is a corporation, limited or general partnership bank or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, issued and are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Companyowned, directly or through subsidiariesother subsidiaries of the Company, by the Company, free and clear of any Lienpledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock or limited liability company interests of any such subsidiary Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited bank or general partnership, and none of the issued and outstanding limited liability company interestscompany, membership interests or other similar interests of any such subsidiary that is a limited liability company as the case may be, was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of Subsidiary; the Company are does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on in Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and 21.1 to the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Form 10-K.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or or, to the knowledge of the Company, any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lienall Liens, except for such Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights of granted by such subsidiary to any securityholder of such subsidiary or any other personperson that have not been waived in writing. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the 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” Significant Subsidiary (as defined below) of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Significant Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary Significant 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 Significant Subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Significant Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Significant Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Significant Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K (“Exhibit 21.1”) filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with clause (ii) of Section 21 of Item 601(b) of Regulation S-K of the Commission. Any subsidiaries of the Company that are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and 21.1 (the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively“Significant Subsidiaries”).

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company ----------------------------- which is a significant subsidiary (each, a "Significant Subsidiary") as such term is defined in Rule 1-02 405 of Regulation S-X promulgated by C of the Commission) (i) 1933 Act Regulations has been duly organized and is validly existing as a corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority as a corporation or partnership, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing qualify would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such corporate 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 has been duly authorized and validly issued, are is fully paid and (non-assessable and, except in the case of general partnership interests) nonassessable and are for directors' qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none all of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership have been duly authorized (if applicable) and validly issued and are fully paid and non-assessable and (except for other partnership interests described in the Prospectus) are owned by the Company, directly or limited liability companythrough corporate subsidiaries, its general partners free and managing membersclear of any security interest, respectivelymortgage, pledge, lien, encumbrance, claim or equity.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any LienLien (except for Liens pursuant to Existing Credit Agreements which, individually or in the aggregate, would not be expected to result in a Material Adverse Effect); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyhereto.

Good Standing of Subsidiaries. The Company’s only subsidiaries are G▇▇▇▇ C▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ BDC 2010-1 LLC, GC SBIC IV-GP, Inc., GC SBIC IV-GP, LLC, GC SBIC IV, L.P., GC SBIC V-GP, LLC, GC SBIC V, L.P., G▇▇▇▇ Capital BDC Holdings LLC, G▇▇▇▇ Capital BDC Funding LLC, Senior Loan Fund LLC, Senior Loan Fund II LLC, G▇▇▇▇ Capital BDC CLO 2014 LLC, GC SBIC VI, L.P. and GC SBIC VI-GP, LLC. Each “significant subsidiary” of the subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, and in good standing under the laws of the its jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporationlimited partnership, limited liability company or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership or other equity 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 Company have been duly authorized and validly issued, are fully paid and non-assessable (except in to the case of general partnership interestsextent such concepts are applicable) nonassessable and are owned directly or indirectly by the Company, directly or through subsidiaries, Company free and clear of any Lien; and none of the issued and outstanding shares of capital stock or other equity interests of any such each subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Schedule III hereto 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B Schedule III hereto and Exhibit B Schedule III accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule III hereto under the caption “Significant Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Company’s “subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X promulgated by under the CommissionAct) is set forth on Schedule III hereto (ieach, a “Subsidiary” and, collectively, the “Subsidiaries”) and has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, an entity in good standing under the laws of the jurisdiction of its organization; (ii) formation, has such entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Information or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, entity to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; the Operating Partnership has limited partnership power and authority to enter into and perform its obligations under this Agreement; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership or other equity 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 Subsidiary has been duly authorized and validly issued, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock or other equity interest of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Subsidiary or any other personperson or entity. The only “significant subsidiaries” Except for the equity interests in the Subsidiaries and except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporationdoes not own, limited directly or general partnership indirectly, any shares of stock or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case any other equity or long-term debt securities of any subsidiary which is a partnership corporation or limited liability companyhave any equity interest in any firm, its general partners and managing memberspartnership, respectivelyjoint venture, association or other entity.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only Exhibit 8 to the Company’s most recent Annual Report on Form 20-F filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with the first sentence of clause (ii) of Section 21 of Item 601 of Regulation S-K of the Commission. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto and under the caption “Material Subsidiaries.” The total assets of the subsidiaries other than those marked with an asterisk on Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company hereto (the “Subject Subsidiaries”) and the jurisdiction of organization of each such subsidiary andCompany, in each case excluding any of their respective subsidiaries other than Subject Subsidiaries, determined on a consolidated basis, are equal to at least 90% of the total consolidated assets of the Company and its consolidated subsidiaries; for the year ended December 31, 2012, the total revenues, operating income and net income of Subject Subsidiaries and the Company, in each case excluding any of any subsidiary which is their respective subsidiaries other than Subject Subsidiaries, determined on a partnership or limited liability companyconsolidated basis, its general partners were equal to at least 90% of the total consolidated revenues, operating income and managing membersnet income, respectively, of the Company and its consolidated subsidiaries for such period.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the ----------------------------- Company which is a significant subsidiary (each, a "Significant Subsidiary") as such term is defined in Rule 1-02 405 of Regulation S-X promulgated by C of the Commission) (i) 1933 Act Regulations has been duly organized and is validly existing as a corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority as a corporation or partnership, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing qualify would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such corporate 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 has been duly authorized and validly issued, are is fully paid and (non-assessable and, except in the case of general partnership interests) nonassessable and are for directors' qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none all of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership have been duly authorized (if applicable) and validly issued and are fully paid and non-assessable and (except for other partnership interests described in the Prospectus) are owned by the Company, directly or limited liability companythrough corporate subsidiaries, its general partners free and managing membersclear of any security interest, respectivelymortgage, pledge, lien, encumbrance, claim or equity.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the CommissionX) (ieach a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Prospectus and the General Disclosure Package or the Prospectus; and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) all of the issued and outstanding shares of capital stock of each such subsidiary 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 corporation has been duly authorized and validly issued, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationsecurity interest, none of the issued and outstanding partnership interests of any such subsidiary that is a limited mortgage, pledge, lien, encumbrance, claim or general partnershipequity, and none (B) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of any each such subsidiary Subsidiary that is a limited liability company have been duly authorized and validly issued (under applicable law and the limited liability company agreement of such Subsidiary), is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity and (C) all of the issued and outstanding limited and general partnership interests of each such Subsidiary that is a partnership have been duly authorized and validly issued, and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests of any Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySchedule C hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the ProspectusProspectuses; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, 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 (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned owned, directly or indirectly by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued issues and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, and except for pledges of equity of certain of the Company’s subsidiaries in connection with the Company’s financing agreements, all of the issued and outstanding shares of capital stock of each 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, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto Schedule I hereto, and Exhibit B Schedule I accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only Exhibit 8 to the Company’s most recent Annual Report on Form 20-F filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with the first sentence of clause (ii) of Section 21 of Item 601 of Regulation S-K of the Commission. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto and under the caption “Material Subsidiaries.” The total assets of the subsidiaries other than those marked with an asterisk on Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company hereto (the “Subject Subsidiaries”) and the jurisdiction of organization of each such subsidiary andCompany, in each case excluding any of their respective subsidiaries other than Subject Subsidiaries, determined on a consolidated basis, are equal to at least 90% of the total consolidated assets of the Company and its consolidated subsidiaries; for the year ended December 31, 2013, the total revenues, operating income and net income of Subject Subsidiaries and the Company, in each case excluding any of any subsidiary which is their respective subsidiaries other than Subject Subsidiaries, determined on a partnership or limited liability companyconsolidated basis, its general partners were equal to at least 90% of the total consolidated revenues, operating income and managing membersnet income, respectively, of the Company and its consolidated subsidiaries for such period.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Exhibit A hereto 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any Lienlien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B A hereto and Exhibit B A accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit A hereto under the caption “Significant Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) Partnership 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the CompanyPartnership Entities, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company Partnership are the subsidiaries listed on Exhibit B D hereto and Exhibit B D accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which that is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Partnership that are “significant subsidiaries” as defined by Rule 1 02 of Regulation S-X are listed on Exhibit D hereto under the caption “Material Subsidiaries.” “Operating Subsidiaries” refers to the subsidiaries designated on Exhibit D as “Operating Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” Parent and each Significant Subsidiary (as defined below) of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized formed and is validly an existing as a corporation, limited or general partnership liability company or limited liability companypartnership, as the case may be, in good standing (if applicable) under the laws of the jurisdiction of its incorporation or organization; , with corporate (iior equivalent) has power and authority to own, lease and operate own its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; and (iii) Parent and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation, limited or general partnership liability company or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdictionif applicable) in each jurisdiction all other jurisdictions in which such qualification is required, whether by reason of the its ownership or leasing lease of property or the conduct of businessits business requires such qualification, except in to the cases of clauses (ii) and (iii), where extent that the failure to have such power and authority or to be so qualified or to be in good standing would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock, ownership interests, or partnership interests, as the case may be, of Parent and each Significant Subsidiary of the Company has been duly authorized and validly issued and, in the case of capital stock, is fully paid and nonassessable; and except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the ProspectusProspectus and for pledges in favor of Credit Suisse, all Cayman Islands Branch, as collateral agent under the second amended and restated credit agreement dated as of November 10, 2010, as amended as of March 28, 2013 (the “Credit Agreement”), among Parent, the Company, certain subsidiaries of the issued Company, the lenders and outstanding shares of other agents named therein and Credit Suisse, Cayman Islands Branch, as administrative agent and collateral agent (as such agreement has been amended through the date hereof), the capital stock of each such subsidiary that is a corporationstock, 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 ownership interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issuedpartnership interests, are fully paid and (except in as the case may be, of general partnership interests) nonassessable Parent and are each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and clear defects. For purposes of any Lien; and none this Agreement, “Significant Subsidiaries” has the meaning set forth in Rule 1-02 of Regulation S-X, as promulgated by the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of Commission pursuant to the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership1934 Act, and none includes, without limitation, whether or not such subsidiaries would constitute a significant subsidiary pursuant to Rule 1-02 of the issued and outstanding limited liability company interests, membership interests or other similar interests Regulation S-X: (i) all of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed in Exhibit 21 to Parent’s Annual Report on Exhibit B hereto Form 10-K for the year ended December 31, 2013 and Exhibit B accurately sets forth whether each such subsidiary is a corporation(ii) CBRE Investors, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Inc.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, and Realty Income Texas Properties, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporationStatements, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, 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 (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) Partnership has been duly organized or formed and is validly existing as a corporation, limited or general partnership corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) organization or formation, has power and authority to own, lease and operate its properties and to conduct its business in each case in all material respects as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) . Each Subsidiary is duly qualified as a foreign corporation, limited or general partnership corporation or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership corporation and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Subsidiary that is a limited liability company have been duly authorized and validly issuedissued in accordance with its Organizational Documents, are fully paid and nonassessable (except in as such nonassessability may be affected by Sections 18-607 and 18-804 of the case Delaware Limited Liability Company Act (the “Delaware LLC Act”) and the laws of general partnership intereststhe State of Texas, as applicable) nonassessable and are owned by the CompanyPartnership, directly or through subsidiaries, free and clear of any LienLien (other than those arising under the Credit Agreement); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, corporation and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company Partnership Parties are the subsidiaries listed on Exhibit B hereto and Exhibit B A hereto, which exhibit accurately sets forth whether each such subsidiary is a corporation, limited or general partnership corporation or limited liability company and the jurisdiction of organization of each such subsidiary and, in and the case ownership of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyeach such subsidiary.

Good Standing of Subsidiaries. Each of the Company’s “significant subsidiarysubsidiaries” of the Company (as such term is defined in by Rule 1-02 of Regulation S-X promulgated by that is organized as a corporation, limited or general partnership or limited liability company is listed on Exhibit D hereto. Each such significant subsidiary of the Commission) Company (i) 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 organization; , (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B D accurately sets forth whether each such significant subsidiary of the Company is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any significant subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.. The only subsidiaries of the Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Company’s most recent Annual Report on Form 10-K 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.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are "significant subsidiaries" as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company listed on Schedule C hereto (as such term is defined in Rule 1-02 of Regulation S-X promulgated by each a "Subsidiary" and, collectively, the Commission) (i"Subsidiaries") has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as corporation under the case may be, laws of its jurisdiction of incorporation and is in good standing under the laws of the its jurisdiction of its organization; (ii) , has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, corporation to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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 Subsidiary has been duly authorized and validly issued, and are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any Lien; and none security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary, except where the violation would not result in a Material Adverse Effect. The only “significant subsidiaries” subsidiaries of the Company are (a) the subsidiaries listed on Exhibit B Schedule C hereto and Exhibit B accurately sets forth whether (b) the following: Asyst Connectivity Technologies, Inc. (Delaware, U.S.A.); Asyst Germany GmbH (Germany); Asyst Integration Services (India) PVT, Ltd. (India); Asyst Korea Ltd. (Korea); Asyst Technologies (Far East) Pte. Ltd. (Singapore); Asyst Technologies (Taiwan) Ltd.; Asyst Technologies Europe Ltd. (France); Asyst Technologies Europe Ltd, f/k/a Asyst Technologies UK Ltd. (United Kingdom); Asyst Technologies Malaysia Sdn. Bhd. (Malaysia); SMIF Equipment (Tianjin) Company, Ltd. (People's Republic of China) and SMIF Equipment (Tianjin) Company, Ltd. Shanghai Branch (People's Republic of China) (each such subsidiary is a corporation"Remaining Subsidiary" and collectively the "Remaining Subsidiaries"). During the fiscal year ending March 31, limited or general partnership or limited liability company 2003 and the jurisdiction six months ended September 30, 2003, no Remaining Subsidiary individually constituted a "significant subsidiary" as defined in Rule 1-02 of organization of each such subsidiary andRegulation S-X, and the Remaining Subsidiaries, considered in the case aggregate as one subsidiary, did not constitute a "significant subsidiary" as defined in Rule 1-02 of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” Parent and each Significant Subsidiary (as defined below) of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized formed and is validly an existing as a corporation, limited or general partnership liability company or limited liability companypartnership, as the case may be, in good standing (if applicable) under the laws of the jurisdiction of its incorporation or organization; , with corporate (iior equivalent) has power and authority to own, lease and operate own its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; and (iii) Parent and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation, limited or general partnership liability company or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdictionif applicable) in each jurisdiction all other jurisdictions in which such qualification is required, whether by reason of the its ownership or leasing lease of property or the conduct of businessits business requires such qualification, except in to the cases of clauses (ii) and (iii), where extent that the failure to have such power and authority or to be so qualified or to be in good standing would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock, ownership interests, or partnership interests, as the case may be, of Parent and each Significant Subsidiary of the Company has been duly authorized and validly issued and, in the case of capital stock, is fully paid and nonassessable; and, except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporationstock, 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 ownership interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issuedpartnership interests, are fully paid and (except in as the case may be, of general partnership interests) nonassessable Parent and are each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and clear defects. For purposes of any Lien; and none this Agreement, “Significant Subsidiaries” has the meaning set forth in Rule 1-02 of Regulation S-X, as promulgated by the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of Commission pursuant to the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership1934 Act, and none includes, without limitation, whether or not such subsidiaries would constitute a significant subsidiary pursuant to Rule 1-02 of the issued and outstanding limited liability company interestsRegulation S-X, membership interests or other similar interests all of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed in Exhibit 21 to Parent’s Annual Report on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporationForm 10-K for the year ended December 31, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively2023.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; incorporation or organization (ii) or such equivalent concept to the extent it exists under the laws of such jurisdictions), 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 and the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (or such equivalent concept to the extent it exists under the laws of such concept exists in the applicable jurisdictionjurisdictions) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdictions) would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of share capital stock of each 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, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any LienLien (except as imposed pursuant to the Existing Credit Agreements); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto D hereto, and Exhibit B D accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company the form of organization and the jurisdiction of organization of each such subsidiary and, in the case subsidiary. All “significant subsidiaries” as defined by Rule 1-02 of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyRegulation S-X are listed on Exhibit D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued issues and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporationpartnership, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporationpartnership, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporationpartnership interests, 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 business trust interests or other similar interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnershipinterests, and none of the issued and outstanding limited liability company interests, membership business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar interests rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary that is a limited liability company was issued in violation of or under any preemptive rights, rights of first refusal agreement or other similar rights of any securityholder of such subsidiary instrument to which the Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporationparty. Unless the Company shall have otherwise notified the Agents in writing, limited no direct or general partnership indirect subsidiary of the Company has (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets or, for the fiscal quarter ended as of the date of the Company’s most recent balance sheet included or limited liability company incorporated by reference in the Registration Statement and the jurisdiction Prospectus, had (on an unconsolidated basis) rental revenue in excess of organization 5% of each the Company’s consolidated rental revenue for such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyquarter.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statements and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, Bermuda-exempted company, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; organization (ii) in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” means that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority under the Companies Act 1981 of Bermuda, or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation or a Bermuda-exempted company and all of the issued and outstanding partnership interests of each such subsidiary Material 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each Material Subsidiary that is a limited liability company have been validly issued and holders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of (i) and (ii), are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Material Subsidiary that is a corporationcorporation or a Bermuda-exempted company, none of the issued and outstanding partnership interests of any such subsidiary Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Schedule IV hereto 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B Schedule IV hereto and Exhibit B Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Joint Ventures (as defined herein) are not subsidiaries of the Company. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto under the caption “Significant Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; organization (ii) or such equivalent concept to the extent it exists under the laws of such jurisdiction), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) 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 (or such equivalent concept to the extent it exists under the laws of such concept exists in the applicable 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 except, in the cases of clauses (ii) and (iii)each case, where the failure to have such power and authority or to be so qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The As of the date hereof, the only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which that is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company that 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 DBV Technologies Inc., a Delaware corporation (the “Subsidiary”) is the Company’s only significant subsidiary” of the Company subsidiary (as such term is defined in under Rule 1-02 of Regulation S-X promulgated by X). Each of the Commission) (i) has Company and the Subsidiary have been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction in which it is chartered or organized (to the extent the concept of its organization; (ii) has “good standing” or such equivalent concept exists under the laws of such jurisdiction), with full corporate power and authority 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 StatementProspectus, the General Disclosure Package or the Prospectus; and (iii) is duly qualified to do business as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business corporation and is in good standing (to under the extent such concept exists in the applicable jurisdiction) in 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect; except as otherwise disclosed in ”) (to the Registration Statementextent the concepts of “due qualification” and/or “good standing” or such equivalent concepts exists under the laws of such jurisdiction). With respect to the Company or to the Subsidiary (a) no application for the appointment of an ad hoc representative (mandataire ad hoc) has been made, (b) no application to enter into a safeguard procedure (procédure de sauvegarde) has been made, (c) no application to enter into an accelerated safeguard procedure (procédure de sauvegarde accelérée) has been made, (d) no application to enter into a conciliation procedure (procédure de conciliation) has been made, (e) no application for the General Disclosure Package and the Prospectus, all transfer of whole of the issued business (cession totale de l’entreprise) has been made, (f) no notice of judicial reorganisation (redressement judiciaire), judicial liquidation (liquidation judiciaire) or voluntary liquidation has been filed, (g) no conveyance, assignment or other arrangement for the benefit of, or enters into a composition with, its creditors has been made and outstanding shares of capital stock of each (h) no proceedings under any applicable laws before a court having competent jurisdiction over the Company or such subsidiary that is a corporation, all Subsidiary which has analogous effect to any of the issued and outstanding partnership interests of each such subsidiary that proceedings referred to in this paragraph (j) is a limited commenced, threatened 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, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelypending.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the CommissionX) (ieach, a “Subsidiary” and, collectively, the “Subsidiaries”) (A) that is a corporation has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, corporation in good standing (where such concept exists) under the laws of the jurisdiction of its organization; (ii) incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; , and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, corporation to transact business and is in good standing (to the extent where such concept exists exists) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, and (B) that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing (where such concept exists) under the laws of the jurisdiction of its formation, has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the applicable jurisdictionRegistration Statement, the General Disclosure Package and the Prospectus, and is duly qualified as a foreign limited liability company to transact business and is in good standing (where such concept exists) 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 in the cases of clauses each case under clause (iiA) and or (iii), B) where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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 Subsidiary has been duly authorized and validly issued, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Exhibit B hereto Form 10-K for the year ended January 30, 2021 and Exhibit B accurately sets forth whether each such subsidiary is those other subsidiaries that do not, collectively, constitute a corporation, limited or general partnership or limited liability company and the jurisdiction “significant subsidiary” as defined in Rule 1-02 of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and Realty Income of Maryland, Inc., a Maryland corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, 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 (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or by-laws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned owned, directly or indirectly by the Company, directly or through subsidiaries, free and clear of any LienLien (as defined herein) or as a result of borrowings pursuant to any indenture or financing transaction or repurchase agreement described in the Registration Statement, the General Disclosure Package or the Prospectus; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued issues and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” direct or indirect subsidiary of the Company (Company, including those on Exhibit 21.1 to the Company’s most recent annual report on Form 10–K as such term is defined in Rule 1-02 of Regulation S-X promulgated by its date, other than the Commission) (i) Operating Partnership, has been duly organized formed and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may bebe (or the foreign equivalent thereof), in good standing under the laws of the jurisdiction of its organization; (ii) has , with full power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus and, in relation to joint ventures, the General Disclosure Package and interest in each such joint venture not held by the ProspectusCompany, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien, except where such Liens would not have, or reasonably be expected to have, a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only As of the date hereof, none of the Subsidiaries are “significant subsidiaries” of the Company are (as such term is defined in Rule 1–02 of Regulation S X under the Securities Act). After the date hereof, except as disclosed to Citi in writing, none of the Company’s subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each will be “significant subsidiaries” of the Company (as such subsidiary term is a corporation, limited or general partnership or limited liability company and defined in Rule 1–02 of Regulation S X under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySecurities Act).

Good Standing of Subsidiaries. The only Subsidiaries of ATA are the entities listed in Exhibit 21.1 to the Annual Report. Each “significant subsidiary” Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) ATA (i) has been duly organized and is validly existing as a corporation, limited or general partnership or a limited liability company, as the case may be, company in good standing under the laws of the jurisdiction of its organization; , (ii) has partnership or limited liability company power and authority authority, as applicable, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Specified SEC Reports and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases case of clauses (ii) and this clause (iii), ) where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a an ATA Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of equity interests or capital stock stock, respectively, of each 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 Subsidiary has been duly authorized and validly issued, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are is owned by the CompanyATA, directly or through subsidiariesa Subsidiary, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding equity interests or shares of capital stock stock, respectively, of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Subsidiary. Except for the equity interests and shares of capital stock, respectively, in its Subsidiaries, ATA does not own, directly or indirectly, any shares of stock or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited equity or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case long term debt securities of any subsidiary which is a partnership corporation or limited liability companyhave any equity interest in any firm, its general partners and managing memberspartnership, respectivelyjoint venture, association or other entity.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement or the Prospectus; and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” Exhibit 21 to the Company’s most recent Annual Report on Form 10-K filed with the Commission accurately sets forth the name of each subsidiary of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the its jurisdiction of organization organization, other than subsidiaries omitted from such exhibit in accordance with the first sentence of each such subsidiary and, in clause (ii) of Section 21 of Item 601 of Regulation S-K of the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyCommission.

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only Any domestic subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B C hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries.” (h)

Good Standing of Subsidiaries. Each “significant subsidiary” domestic subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority so qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such domestic subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company that 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” Parent and each Significant Subsidiary (as defined below) of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized formed and is validly an existing as a corporation, limited or general partnership liability company or limited liability companypartnership, as the case may be, in good standing (if applicable) under the laws of the jurisdiction of its incorporation or organization; , with corporate (iior equivalent) has power and authority to own, lease and operate own its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; and (iii) Parent and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation, limited or general partnership liability company or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdictionif applicable) in each jurisdiction all other jurisdictions in which such qualification is required, whether by reason of the its ownership or leasing lease of property or the conduct of businessits business requires such qualification, except in to the cases of clauses (ii) and (iii), where extent that the failure to have such power and authority or to be so qualified or to be in good standing would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock, ownership interests, or partnership interests, as the case may be, of Parent and each Significant Subsidiary of the Company has been duly authorized and validly issued and, in the case of capital stock, is fully paid and nonassessable; and, except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporationstock, 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 ownership interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issuedpartnership interests, are fully paid and (except in as the case may be, of general partnership interests) nonassessable Parent and are each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and clear defects. For purposes of any Lien; and none this Agreement, “Significant Subsidiaries” has the meaning set forth in Rule 1-02 of Regulation S-X, as promulgated by the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of Commission pursuant to the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership1934 Act, and none includes, without limitation, whether or not such subsidiaries would constitute a significant subsidiary pursuant to Rule 1-02 of the issued and outstanding limited liability company interests, membership interests or other similar interests Regulation S-X: all of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed in Exhibit 21 to Parent’s Annual Report on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporationForm 10-K for the year ended December 31, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively2014.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the CommissionX) (ieach a “Subsidiary” and, collectively, the “Subsidiaries”) (A) that is a corporation has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its organization; (ii) incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, 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, and (B) that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its formation, has limited liability company power and authority to the extent such concept exists own, lease and operate its properties and to conduct its business as described in the applicable jurisdiction) 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 in the cases of clauses each case under clause (iiA) and or (iii), B) where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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 Subsidiary has been duly authorized and validly issued, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively2004.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the CommissionX) (ieach, a “Subsidiary” and, collectively, the “Subsidiaries”) (A) that is a corporation has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, corporation in good standing (where such concept exists) under the laws of the jurisdiction of its organization; (ii) incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; , and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, corporation to transact business and is in good standing (to the extent where such concept exists exists) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, and (B) that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing (where such concept exists) under the laws of the jurisdiction of its formation, has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the applicable jurisdictionRegistration Statement, the General Disclosure Package and the Prospectus, and is duly qualified as a foreign limited liability company to transact business and is in good standing (where such concept exists) 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 in the cases of clauses each case under clause (iiA) and or (iii), B) where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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 Subsidiary has been duly authorized and validly issued, are is fully paid and (non-assessable and, except in the case of general partnership interests) nonassessable and are with respect to any such Subsidiary that is a securitization trust, is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” Subsidiaries of the Company are the subsidiaries listed on in Exhibit B hereto and Exhibit B accurately sets 21 (or omitted from such exhibit as set forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case footnotes to such exhibit) to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2021, and those other subsidiaries that do not, collectively, constitute a “significant subsidiary” as defined in Rule 1-02 of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.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 promulgated by the Commission) (i) Subsidiary has been duly organized or formed, as the case may be, 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 organization; (ii) organization or formation, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership corporation and all of the issued and outstanding limited liability company interests, membership interests, partnership interests or other similar interests of each such subsidiary Subsidiary that is a limited liability company or limited partnership have been duly authorized and validly issued, are fully paid and non-assessable (except as such non-assessibility may be limited by (i) Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) in the case of general partnership interestsa Delaware limited liability company, (ii) nonassessable Sections 17-303(a), 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) in the case of a Delaware limited partnership, (iii) Section 101.206 of the Texas Business Organizations Code in the case of a Texas limited liability company, (iv) Sections 7-80-606, 7-80-705 and 7-80-805 of the Colorado Limited Liability Company Act in the case of a Colorado limited liability company, (v) Sections ▇▇-▇▇-▇▇▇, ▇▇-▇▇-▇▇▇ and ▇▇-▇▇-▇▇▇ of the Wyoming Limited Liability Company Act in the case of a Wyoming limited liability company and (vi) Sections 18-2030 and 18-2031 of the Oklahoma Limited Liability Company Act in the case of an Oklahoma limited liability company) and are owned by the CompanyPartnership, directly or indirectly through subsidiaries, free and clear of any Lien, other than Liens arising under the Credit Agreement and the Note Purchase Agreement; and none of the issued and outstanding shares of capital stock of any such subsidiary Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, corporation and none of the issued and outstanding limited liability company interests, membership interests, partnership interests or other similar interests of any such subsidiary Subsidiary that is a limited liability company or limited partnership was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company Partnership are the subsidiaries Subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary Subsidiary is a corporation, limited or general partnership liability company or limited liability company partnership and the jurisdiction of organization or formation of each such subsidiary Subsidiary and, in the case of any subsidiary which Subsidiary that is a limited partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Partnership that are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto.

Good Standing of Subsidiaries. Each of the Company’s “significant subsidiarysubsidiaries” of the Company (as such term is defined in by Rule 1-02 of Regulation S-X promulgated by that is organized as a corporation, limited or general partnership or limited liability company is listed on Exhibit B hereto. Each such significant subsidiary of the Commission) Company (i) 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 organization; , (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such significant subsidiary of the Company is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any significant subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.. The only subsidiaries of the Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Registration Statement 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.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company which is a significant subsidiary (each, a “Significant Subsidiary”) as such term is defined in Rule 1-02 405 of Regulation S-X promulgated by C of the Commission) (i) 1933 Act Regulations has been duly organized and is validly existing as a corporation, limited liability company or general partnership or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority as a corporation, limited liability company or partnership, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited liability company or general partnership or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing qualify would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such corporate 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 has been duly authorized and validly issued, are is fully paid and (non-assessable and, except in the case of general partnership interests) nonassessable and are for directors’ qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none all of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization interests of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners as applicable, have been duly authorized (if applicable) and managing membersvalidly issued and are fully paid and non-assessable and (except for other partnership or limited liability company interests described in the Prospectus) are owned by the Company, respectivelydirectly or through corporate subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company subject to any Lien (other than Liens arising under the Existing Credit Agreements and the Existing Note Purchase Agreement) or was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only Exhibit 21 to the Company’s most recent Annual Report on Form 10-K filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with clause (ii) of Section 21 of Item 601 of Regulation S-K of the Commission and the Company does not have any subsidiaries which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X. Other than the subsidiaries of the Company are the subsidiaries listed on Exhibit B H hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation(the “Subject Subsidiaries”), limited or general partnership or limited liability company and none of the jurisdiction subsidiaries of organization the Company has assets that exceed 10% of each such subsidiary andtotal shareholders equity of the Company at March 3, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively2009.

Good Standing of Subsidiaries. Each “Med-Link Technologies, Inc., ----------------------------- ("Med-Link"), a "significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) X, has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its organization; (ii) incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, 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 the extent such concept exists qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the applicable jurisdictionRegistration Statement, all of the issued and outstanding capital stock of Med-Link has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, 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 Med-Link was issued in violation of the preemptive or similar rights of any securityholder of Med-Link. The only other subsidiaries of the Company are certain subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as such term is defined in Rule 1-02 of Regulation S-X. Each such subsidiary (A) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, (B) has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and (C) 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 in the cases of clauses (ii) and (iii), each case where the failure so to qualify, to be in good standing or to have such power and authority or to be so qualified or would not result in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed where the failure to do so would not result in the Registration Statement, the General Disclosure Package and the Prospectusa Material Adverse Effect, all of the issued and outstanding shares of capital stock of each 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 has been duly authorized and validly issued, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of subsidiary, except where the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is failure to do so would not result in a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyMaterial Adverse Effect.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company which is a significant subsidiary (each, a “Significant Subsidiary”) as such term is defined in Rule 1-02 405 of Regulation S-X promulgated by C of the Commission) (i) 1933 Act Regulations has been duly organized and is validly existing as a corporation, limited liability company or general partnership or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority as a corporation, limited liability company or partnership, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited liability company or general partnership or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing qualify would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such corporate 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 has been duly authorized and validly issued, are is fully paid and (non-assessable and, except in the case of general partnership interests) nonassessable and are for directors’ qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none all of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization interests of each such subsidiary and, in the case of any subsidiary which is a partnership or limited ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorported July 10, 2003 liability company, its general partners as applicable, have been duly authorized (if applicable) and managing membersvalidly issued and are fully paid and non-assessable and (except for other partnership or limited liability company interests described in the Prospectus) are owned by the Company, respectivelydirectly or through corporate subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the CommissionX) (ieach a "Subsidiary" and, collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, corporation in good standing under the laws of the jurisdiction of its organization; (ii) incorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, U.S. Prospectus and in the General Disclosure Package or the Prospectus; Canadian Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, corporation to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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 Subsidiary has been duly authorized and validly issued, are is fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” subsidiaries of the Company are (a) the subsidiaries listed on Exhibit B A hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation(b) certain other subsidiaries which, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, considered in the case aggregate as a single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X. The Company or one of its subsidiaries owns 44% of Compania Minera ▇▇▇▇ ▇▇▇▇ de Collahuasi S.C.M. ("Collahuasi") (which owns and operates the Collahuasi mine referred to in the Corporation's Annual Information Form dated April 30, 2003), free and clear of any subsidiary which is pledge, lien, security interest, charge, claim or encumbrance, except for the joint venture agreement between the shareholders of Collahuasi in respect thereof and a partnership or limited liability company, its general partners pledge and managing members, respectivelygrant of security interest therein in favor of certain lenders to Collahuasi.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company listed on the Schedule D hereto (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (ieach, a “Material Subsidiary”) has been duly organized and is validly existing as a corporation, Bermuda exempted company, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization; organization (ii) in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” means that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority under the Companies Act 1981 of Bermuda, or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation or a Bermuda exempted company and all of the issued and outstanding partnership interests of each such subsidiary Material 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each Material Subsidiary that is a limited liability company have been validly issued and holders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of (i) and (ii), are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary Material Subsidiary that is a corporationcorporation or a Bermuda exempted company, none of the issued and outstanding partnership interests of any such subsidiary Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 on Exhibit B hereto) of Regulation S-X promulgated by the Commission) (i) Company 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (except to the extent of joint ventures to which the Company is a party or otherwise indicated on Exhibit B hereto) are owned by the Company, directly or through subsidiaries, free and clear of any LienLien (other than security interests granted pursuant to the Subject Instruments and restrictions on transfer imposed by the FCC or under network affiliation agreements); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.. Any subsidiaries of the Company which are “significant subsidiaries” are marked with an asterisk on Exhibit B.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the CommissionX) (ieach, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporationand, limited or general partnership or limited liability company, as the case may beif applicable, in good standing under the laws of the jurisdiction of its incorporation or other organization; (ii) , has all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority so qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except . Except as otherwise disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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 equity interests of in each such subsidiary that is a limited liability company Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable (except subject, in the case of general partnership interestsany Significant Subsidiary that is a New York banking corporation or national bank, to Section 114 of the New York Banking Law or 12 U.S.C. § 55, respectively) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar equity interests of in any such subsidiary that is a limited liability company was Significant Subsidiary were issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Significant Subsidiary or any other personentity. The only “significant subsidiaries” subsidiaries of the Company are (i) the subsidiaries listed under the caption “Subsidiaries” contained in Part I, Item I of the Company’s most recent Annual Report on Exhibit B hereto Form 10-K and Exhibit B accurately sets forth whether (ii) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each such subsidiary is of Manufacturers and Traders Trust Company and Wilmington Trust, National Association (each, a corporation“Bank Subsidiary,” and, limited or general partnership or limited liability company collectively, the “Bank 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 the jurisdiction rules and regulations of organization the FDIC, and no proceeding for the revocation or termination of each such subsidiary andinsurance is pending or, in to the case knowledge of any subsidiary which is a partnership or limited liability companythe Company, its general partners and managing memberscontemplated. The Bank Subsidiaries have met all conditions of such insurance, respectivelyincluding timely payment of the premiums.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or Packages and the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 (solely in the cases case of clauses (iijurisdictions other than the State of Florida and the State of Texas) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would notnot result in a material adverse effect on the condition, individually financial or otherwise, or in the aggregateearnings, reasonably be expected to have results of operations or business of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”); except as otherwise disclosed in the Registration Statement, the General Disclosure Package Packages and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any LienLien or claim, except Liens or claims arising under the Existing Credit Agreement as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights to purchase or otherwise acquire any such shares of any securityholder of such subsidiary or any other personCapital Stock. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B D hereto and Exhibit B D accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary andsubsidiary. Any subsidiaries of the Company that are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit D hereto under the caption “Material Subsidiaries.” None of Quanta Advertising Inc., in the case of a New York corporation, Carrols Enterprises Inc., a Delaware corporation, Taco Cabana Atlanta, Inc., a Delaware corporation, or Colorado Cabana Inc., a Colorado corporation, conducts any subsidiary which is a partnership business or limited liability company, its general partners and managing members, respectivelyoperations.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the 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 Suncor Energy Oil Sands Limited Partnership, Canadian Oil Sands Partnership #1, Suncor Energy Products Partnership, Suncor Energy Marketing Inc., Suncor Energy Ventures Partnership, Suncor Energy (U.S.A.) Marketing Inc., Suncor Energy (U.S.A.) Inc. and Suncor Energy UK Limited are the only “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the CommissionX) (i) the “Subsidiaries”). Each of the Subsidiaries has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, subsisting and in good standing standing, if applicable, under the laws of the jurisdiction of its organization; (ii) , has the necessary corporate, or in the case of partnerships, appropriate power and authority or capacity to own, directly or indirectly, lease and operate operate, as applicable, its properties and to conduct its business as described in the Registration StatementPricing Disclosure Package, the General Disclosure Package or U.S. Prospectus and the Prospectus; Canadian Prospectus and (iii) is duly qualified or registered as a an extra-provincial or foreign corporation, limited or general partnership corporation or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) standing, if applicable, in each 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 the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or register or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration StatementPricing Disclosure Package, the General Disclosure Package U.S. Prospectus and the Canadian Prospectus, all of the issued and outstanding shares of capital stock or partnership interests (or other equity interests), as the case may be, of each 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 Subsidiaries have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interestsshares of a corporation) nonassessable fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares or partnership interests (or other equity interests), as the case may be, of capital stock of any such subsidiary that is a corporation, none each of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiaries was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyapplicable Subsidiary.

Good Standing of Subsidiaries. Each Suncor Energy Oil Sands Limited Partnership, Suncor Energy Products Partnership, Suncor Energy Marketing Inc., Suncor Energy Ventures Corporation, Suncor Energy Ventures Partnership, Suncor Energy (U.S.A.) Marketing Inc., Suncor Energy (U.S.A.) Inc. and Suncor Energy UK Limited are the only “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the CommissionX) (i) the “Subsidiaries”). Each of the Subsidiaries has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, subsisting and in good standing standing, if applicable, under the laws of the jurisdiction of its organization; (ii) , has the necessary corporate, or in the case of partnerships, appropriate power and authority or capacity to own, directly or indirectly, lease and operate operate, as applicable, its properties and to conduct its business as described in the Registration StatementPricing Disclosure Package, the General Disclosure Package or U.S. Prospectus and the Prospectus; Canadian Prospectus and (iii) is duly qualified or registered as a an extra-provincial or foreign corporation, limited or general partnership corporation or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) standing, if applicable, in each 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 the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or register or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration StatementPricing Disclosure Package, the General Disclosure Package U.S. Prospectus and the Canadian Prospectus, all of the issued and outstanding shares of capital stock or partnership interests (or other equity interests), as the case may be, of each 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 Subsidiaries have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interestsshares of a corporation) nonassessable fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares or partnership interests (or other equity interests), as the case may be, of capital stock of any such subsidiary that is a corporation, none each of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiaries was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyapplicable Subsidiary.

Good Standing of Subsidiaries. Each of the Company’s “significant subsidiarysubsidiaries,” of the Company (as such term is defined in by Rule 1-02 of Regulation S-X promulgated by that is organized as a corporation, limited or general partnership or limited liability company, is listed on Exhibit D hereto. Each such significant subsidiary of the Commission) Company (i) 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 organization; , (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B D accurately sets forth whether each such significant subsidiary of the Company is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any significant subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.. The only subsidiaries of the Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Company’s most recent Annual Report on Form 10-K 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.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned owned, directly or indirectly by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued issues and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; organization (ii) or such equivalent concept to the extent it exists under the laws of such jurisdiction), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement and the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (or such equivalent concept to the extent it exists under the laws of such concept exists in the applicable 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 except, in the cases of clauses (ii) and (iii)each case, where the failure to have such power and authority or to be so qualified or to be in good standing would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The As of the date hereof, the only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B D hereto and Exhibit B D accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which that is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company that are “significant subsidiaries” as defined by Rule 1 02 of Regulation S X are listed on Exhibit D hereto under the caption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and Crest Net Lease, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such term is defined in Rule 1-02 subsidiaries. Each subsidiary of Regulation S-X promulgated by the Commission) (i) Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization; (ii) organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and (iii) each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporationStatements, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, 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 (if applicable) and validly issued, issued and are fully paid and are non-assessable (except in to the case extent that the general partners of general partnership interestssubsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding partnership interests or shares of capital stock stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary that is a corporation, none of or under any agreement or instrument to which the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Company or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement or the Prospectus; and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B C hereto and Exhibit B C accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Exhibit A hereto 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B A hereto and Exhibit B A accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit A hereto under the caption “Significant Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” Parent and each Significant Subsidiary (as defined below) of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized formed and is validly an existing as a corporation, limited or general partnership liability company or limited liability companypartnership, as the case may be, in good standing (if applicable) under the laws of the jurisdiction of its incorporation or organization; , with corporate (iior equivalent) has power and authority to own, lease and operate own its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; and (iii) Parent and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation, limited or general partnership liability company or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdictionif applicable) in each jurisdiction all other jurisdictions in which such qualification is required, whether by reason of the its ownership or leasing lease of property or the conduct of businessits business requires such qualification, except in to the cases of clauses (ii) and (iii), where extent that the failure to have such power and authority or to be so qualified or to be in good standing would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock, ownership interests, or partnership interests, as the case may be, of Parent and each Significant Subsidiary of the Company has been duly authorized and validly issued and, in the case of capital stock, is fully paid and nonassessable; and, except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporationstock, 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 ownership interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issuedpartnership interests, are fully paid and (except in as the case may be, of general partnership interests) nonassessable Parent and are each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and clear defects. For purposes of any Lien; and none this Agreement, “Significant Subsidiaries” has the meaning set forth in Rule 1-02 of Regulation S-X, as promulgated by the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of Commission pursuant to the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership1934 Act, and none includes, without limitation, whether or not such subsidiaries would constitute a significant subsidiary pursuant to Rule 1-02 of the issued and outstanding limited liability company interestsRegulation S-X, membership interests or other similar interests all of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed in Exhibit 21 to Parent’s Annual Report on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporationForm 10-K for the year ended December 31, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively2020.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; organization and (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; and (iii) each subsidiary of the Company 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 (to the extent such concept exists in the applicable 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 its business as described in the cases of clauses (ii) Registration Statement, the General Disclosure Package and (iii)the Prospectus, except, in each case, where the failure to be so qualified or to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . Subject to the completion of the Pre-Closing Transactions and except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership or other equity 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 Company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any LienLien (except applicable restrictions under the securities laws); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson or entity. The After giving effect to the Pre-Closing Transactions, the only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B hereto accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which that is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; organization (ii) in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” meaning that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the register of companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation and all of the issued and outstanding partnership interests of each such subsidiary Material 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each Material Subsidiary that is a limited liability company have been validly issued and holders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of (i) and (ii), except with respect to StarStone Specialty Insurance Company and StarStone Insurance SE to the extent each has minority securityholders, are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” Except as disclosed in each of the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not own or control, directly or indirectly, any corporation, association or entity other than the subsidiaries and consolidated affiliated entities listed on Exhibit 21.1 to the Registration Statement (as such term is defined in Rule 1-02 each a “Subsidiary” and collectively the “Subsidiaries”). Each of Regulation S-X promulgated by the Commission) (i) Subsidiaries 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 (to the extent such concept exists) under the laws of the jurisdiction of its incorporation or organization; (ii) , has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, corporation to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except and all of the issued and outstanding share capital or equity interest of each Subsidiary, if applicable, has been duly authorized and validly issued, and is fully paid and non-assessable. None of the outstanding share capital or equity interest of any of the Subsidiaries was issued in violation of the preemptive or similar rights of any security holder of such entity. Except as otherwise disclosed in each of the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of share capital stock or equity interest of each 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, are fully paid and (except in the case of general partnership interests) nonassessable and are Subsidiaries owned by the Company, directly or through subsidiariesSubsidiaries, is free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationsecurity interest, none of the issued and outstanding partnership interests of any such subsidiary that is a limited mortgage, pledge, lien, encumbrance, claim or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyequity.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) subsidiaries listed on Exhibit C hereto 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 organization; (ii) , 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 and the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Prospectus and the any Permitted Free Writing Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the CompanyCompany or Carvana Group, as applicable, directly or through subsidiaries, free and clear of any Lienall Liens, except for such Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson that have not been waived in writing. The only Any subsidiaries of the Company and Carvana Group which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B C hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 on Exhibit B hereto) of Regulation S-X promulgated by the Commission) (i) Company 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (except to the extent of joint ventures to which the Company is a party or otherwise indicated on Exhibit B hereto) are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.. Any subsidiaries of the Company which are “significant subsidiaries” are marked with an asterisk on Exhibit B.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) Carvana Parties 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 organization; (ii) , 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, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the CompanyCompany or Carvana Group, LLC, as applicable, directly or through subsidiaries, free and clear of any Lienall Liens, except for such Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson that have not been waived in writing. The only Any subsidiaries of the Company and Carvana Group, LLC which are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries.”

Good Standing of Subsidiaries. Each of (i) the Company’s subsidiaries that constitutes a “significant subsidiary” of the Company (as such term is defined in within the meaning of Rule 1-02 of Regulation S-X promulgated by of the CommissionCommission (collectively, the “Material Subsidiaries”) and (iii) to the Company’s knowledge, Hillshire and each of Hillshire’s subsidiaries that will constitute a “significant subsidiary” of the Company within the meaning of Rule 1-02 of Regulation S-X of the Commission (collectively, “Hillshire’s Material Subsidiaries”) has been duly organized and is validly existing as a corporation, limited or general partnership corporation or limited liability company, as the case may be, in good standing under the laws of the its jurisdiction of its organization; incorporation, with corporate or limited liability company (iias the case may be) has power and authority to own, lease and operate own its properties and to conduct its business as described in the Registration StatementProspectus, the General Disclosure Package or the Prospectus; and (iii) is has been duly qualified as a foreign corporation, limited or general partnership corporation or limited liability company, as the case may be, to transact for the transaction of business and is in good standing (to under the extent such concept exists in the applicable jurisdiction) in laws of each jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification is requiredqualification, whether by reason of the ownership or leasing of property or the conduct of business, except in the cases of clauses (ii) and (iii), other than where the failure to have such power and authority or to be so qualified or in good standing would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; except material adverse effect on the Company and its subsidiaries taken as otherwise disclosed a whole or, in the Registration Statementcase of Hillshire and Hillshire’s Material Subsidiaries, a material adverse effect on the General Disclosure Package Company, its subsidiaries, Hillshire and its subsidiaries, taken as a whole; and all the Prospectus, all of the issued and outstanding shares of capital stock or equity interests, as the case may be, of each such subsidiary that is a corporation, all Material Subsidiary 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 Company have been duly authorized and validly issued, are fully fully-paid and non-assessable, and (except in the case of general partnership interestsforeign subsidiaries, for directors’ qualifying shares) nonassessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any Lien; all liens, encumbrances, security interests and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyclaims.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Exhibit B hereto 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are "significant subsidiaries" as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption "Significant Subsidiaries."

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; organization (ii) in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” meaning that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the register of companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation and all of the issued and outstanding partnership interests of each such subsidiary Material 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each Material Subsidiary that is a limited liability company have been validly issued and holders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of (i) and (ii), are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by each a “Subsidiary” and collectively, the Commission) (i) “Subsidiaries”), which includes, without limitation, the Subsidiaries listed on Schedule D, has been duly incorporated, formed or organized and is validly existing as a corporation, limited or general partnership liability company, or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its organization; formation with all requisite corporate, limited liability company, limited partnership (iias applicable) has power and authority to own, lease and operate its properties and to conduct its business as described in each of the Registration Statement, the General Disclosure Package or the Prospectus; Offering Memorandums and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, corporation to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) in each jurisdiction 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority so qualify or to be so qualified or in good standing licensed would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the ProspectusTime of Sale Memorandum, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership or other ownership 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 Subsidiary has been duly authorized and validly issued, are is fully paid and (except in non-assessable; the case capital stock or other ownership interests of general partnership interests) nonassessable and are each such Subsidiary owned by the Company, directly Company or through subsidiaries, Subsidiaries are owned free and clear of any Lien; security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than the liens and security interest granted to the lenders under that certain Third Amended and Restated Credit Agreement, dated as of May 18, 2009, by and among the Company, certain of its Subsidiaries, the lenders from time to time thereunder, Deutsche Bank Securities, Inc., as syndication agent, sole book-running manager and sole lead arranger, and Deutsche Bank Trust Company Americas, as initial issuing bank, swing line bank and administrative agent, as amended by that First Letter Amendment to Third Amended and Restated Credit Agreement, dated September 30, 2009 (the “Credit Agreement”), and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationwholly-owned Subsidiary and, none to the knowledge of the issued and outstanding partnership interests of Company, any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) listed on Schedule III hereto 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or and the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, and, in the case of each subsidiary that is a corporation, are fully paid and (except in the case of general partnership interests) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporationstock, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B Schedule III hereto and Exhibit B Schedule III accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Joint Ventures (as defined herein) are not subsidiaries of the Company. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule III hereto under the caption “Significant Subsidiaries.”

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. The total assets of the subsidiaries marked with an asterisk on Exhibit B hereto (the “Subject Subsidiaries”) and the Company, in each case excluding any of their respective subsidiaries other than Subject Subsidiaries, determined on a consolidated basis, are equal to at least 94.9% of the total consolidated assets of the Company and its consolidated subsidiaries; for the nine month period ended September 30, 2013, the total revenues, operating income and net earnings of Subject Subsidiaries and the Company, in each case excluding any of their respective subsidiaries other than Subject Subsidiaries, determined on a consolidated basis, were equal to at least 93.4%, 99.7% and 99.5%, respectively of the total revenues, operating income, and net earnings, respectively, of the Company and its consolidated subsidiaries for such period.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of ----------------------------- the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by X), each Signatory Subsidiary (each a "Subsidiary" and, collectively, the Commission) "Subsidiaries"), and, to the Company's knowledge (i) without any obligation to make any inquiries or any independent investigation), United International Pictures ("UIP"), has been duly organized and is validly existing as a corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) formation, has the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectuses and (iii) is duly qualified as a foreign corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such corporate 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 has been duly authorized and validly issued, are is fully paid and non-assessable; all of the outstanding partnership interests in each partnership subsidiary and, to the Company's knowledge (without any obligation to make any inquiries or any independent investigation) UIP, have been duly authorized by such partnership; and except as disclosed in the case Prospectus, all of general such capital stock and partnership interests) nonassessable and interests are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock or partnership interests, as the case may be, of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” All of the Subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and 21 to the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyRegistration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” Significant Subsidiary (as defined below) of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Significant Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary Significant 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 Significant Subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Significant Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Significant Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Significant Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K (“Exhibit 21.1”) filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with clause (ii) of Section 21 of Item 601(b) of Regulation S-K of the Commission. Any subsidiaries of the Company that are “significant subsidiaries” as defined by Rule 1-02 of the Company Regulation S-X are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and 21.1 (the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively“Significant Subsidiaries”).

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company ------------------------------------- which is a significant subsidiary (each, a "Significant Subsidiary") as such term is defined in Rule 1-02 405 of Regulation S-X promulgated by C of the Commission) (i) 1933 Act Regulations has been duly organized and is validly existing as a corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) , has power and authority as a corporation or partnership, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) is duly qualified as a foreign corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified or in good standing qualify would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such corporate 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 has been duly authorized and validly issued, are is fully paid and (non-assessable and, except in the case of general partnership interests) nonassessable and are for directors' qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none all of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. The only “significant subsidiaries” of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership have been duly authorized (if applicable) and validly issued and are fully paid and non-assessable and (except for other partnership interests described in the Prospectus) are owned by the Company, directly or limited liability companythrough corporate subsidiaries, its general partners free and managing membersclear of any security interest, respectivelymortgage, pledge, lien, encumbrance, claim or equity.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 (or is subsisting, as applicable for entities organized in the Commonwealth of Pennsylvania) under the laws of the jurisdiction of its organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary Material 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 Material Subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other personperson or entity. The only Exhibit 21 to the Company’s most recent Annual Report on Form 10-K filed with the Commission accurately sets forth the name of each Material Subsidiary. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X of the Company Commission are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries” (“Material Subsidiaries”).

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) 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 organization; (ii) , has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Prospectus and (iii) 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 (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each 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, are fully paid and (except in the case of general partnership interests) nonassessable non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson or entity. The only “significant subsidiaries” subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto hereto, and Exhibit B hereto accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which that is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1‑02 of Regulation S‑X of the Commission 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 promulgated by X), each Signatory Subsidiary (each a "Subsidiary" and, collectively, the Commission) "Subsidiaries"), and, to the Company's knowledge (i) without any obligation to make any inquiries or any independent investigation), United International Pictures B.V. ("UIP"), has been duly organized and is validly existing as a corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its organization; (ii) formation, has the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; Rights Offering Prospectus and (iii) is duly qualified as a foreign corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable 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 in the cases of clauses (ii) and (iii), where the failure so to have such power and authority qualify or to be so qualified or in good standing would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such corporate 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 has been duly authorized and validly issued, are is fully paid and non-assessable; all of the outstanding partnership interests in each partnership subsidiary and, to the Company's knowledge (without any obligation to make any inquiries or any independent investigation) UIP, have been duly authorized by such partnership; and, except as discussed in the case Prospectus, all of general such capital stock and partnership interests) nonassessable and interests are owned by the Company, directly or through subsidiaries, free and clear of any Liensecurity interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the issued and outstanding shares of capital stock or partnership interests, as the case may be, of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. The only “significant subsidiaries” All of the Subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and 21 to the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyRegistration Statement.