Subsidiaries. Except as disclosed in [Schedule 4.2], each Subsidiary of Parent is duly organized, validly existing and, as applicable, in good standing under the Laws of its jurisdiction of formation, and has all of the requisite corporate, partnership, limited liability company or other organizational power and authority and all necessary government approvals and licenses to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such approvals or licenses would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. Each Subsidiary of Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. All outstanding equity interests in each Subsidiary of Parent have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to any preemptive rights, purchase options, call options, rights of first refusal, subscriptions or any similar rights and are owned by Parent and are so owned free and clear of all Liens, except as would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.

Subsidiaries. Except as disclosed in [Schedule 4.2], each Subsidiary of Parent is duly organized, validly existing and, as applicable, in good standing under the Laws of its jurisdiction of formation,Incorporation and has allGood Standing of the requisite corporate, partnership, limited liability company or other organizational power and authority and all necessary government approvals and licenses to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such approvals or licenses would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. Each Subsidiary of Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. All outstanding equity interests in each Subsidiary of Parent have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to any preemptive rights, purchase options, call options, rights of first refusal, subscriptions or any similar rights and are owned by Parent and are so owned free and clear of all Liens, exceptSubsidiaries. Except as would not, individually or in the aggregate, constituteresult in a Buyer PartyMaterial Adverse Effect, each subsidiary of the Parent (other than the Company) has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Public Filings. Each subsidiary of the Parent (other than the Company) is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing or equivalent status would not, individually or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock, or similar equity interest, of each subsidiary of the Parent (other than the Company) have been duly authorized and validly issued, are fully paid and nonassessable. None of the outstanding shares of capital stock of any subsidiary of the Parent (other than the Company) were issued in violation of any preemptive or other similar rights or contractual encumbrances. The only subsidiaries of the Parent are # listed in [Exhibit 21] to the Company’s annual report on Form 10-K for the year ended December 31, 2023 and # 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.

Subsidiaries. Except as disclosedEach Subsidiary identified in [Schedule 4.2], each Subsidiary of Parent5.4] is a corporation or other legal entity duly organized, validly existing and, aswhere legally applicable, in good standing under the Lawslaws of its jurisdiction of formation,organization, and has all of the requisite corporate, partnership, limited liability company or other organizational power and authority and all necessary government approvals and licenses to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such approvals or licenses would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. Each Subsidiary of Parent is duly qualified as a foreign corporation or licensed to do business andother legal entity and, where legally applicable, is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary,is required by law, other than in suchthose jurisdictions whereas to which the failure to be so qualified or licensed or in good standing wouldcould not, individually or in the aggregate, constitutereasonably be expected to have a Buyer Party Material Adverse Effect. All outstanding equity interests in eachEach such Subsidiary of Parent have been duly authorizedhas the corporate or other power and are validly issued, fully paidauthority to own or hold under lease the properties it purports to own or hold under lease and nonassessable,to transact the business it transacts and are not subjectproposes to any preemptive rights, purchase options, call options, rights of first refusal, subscriptions or any similar rights and are owned by Parent and are so owned free and clear of all Liens, except as would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.transact.

Subsidiaries. Except as disclosed in [Schedule 4.2], eachEach Subsidiary of Parent is a corporation or other legal entity duly organized, validly existing and, aswhere applicable, in good standing under the Lawslaws of its jurisdiction of formation,organization, and has all of the requisite corporate, partnership, limited liability company or other organizational power and authority and all necessary government approvals and licenses to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such approvals or licenses would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. Each Subsidiary of Parent is duly qualified as a foreign corporation or licensed to do business andother legal entity and, where applicable, is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary,is required by law, other than in suchthose jurisdictions whereas to which the failure to be so qualified or licensedin good standing could not, individually or in good standingthe aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so would not, individually or in the aggregate, constitutereasonably be expected to have a Buyer Party Material Adverse Effect. All outstanding equity interests in each Subsidiary of Parent have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to any preemptive rights, purchase options, call options, rights of first refusal, subscriptions or any similar rights and are owned by Parent and are so owned free and clear of all Liens, except as would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.

Subsidiaries. Except as disclosed in [Schedule 4.2], eachEach Subsidiary of Parent is a corporation or other legal entity duly organized, validly existing and, aswhere applicable, in good standing under the Lawslaws of its jurisdiction of formation,organization, and has all of the requisite corporate, partnership, limited liability company or other organizational power and authority and all necessary government approvals and licenses to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such approvals or licenses would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. Each Subsidiary of Parent is duly qualified as a foreign corporation or licensed to do business andother legal entity and, where applicable, is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary,is required by law, other than in suchthose jurisdictions whereas to which the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, constitutereasonably be expected to have a Buyer Party Material Adverse Effect. All outstanding equity interests in eachEach such Subsidiary of Parent have been duly authorizedhas the corporate or other entity power and are validly issued, fully paidauthority to own or hold under lease the material properties it purports to own or hold under lease and nonassessable,to transact the business it transacts and are not subjectproposes to any preemptive rights, purchase options, call options, rights of first refusal, subscriptions or any similar rights and are owned by Parent and are so owned free and clear of all Liens, except as would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.transact.

Subsidiaries. Except as disclosedEach Subsidiary identified in [Schedule 4.2], each Subsidiary of Parent5.4] is a corporation or other legal entity duly organized, validly existing and, as applicable,and in good standing under the Lawslaws of its jurisdiction of formation,organization, and has all of the requisite corporate, partnership, limited liability company or other organizational power and authority and all necessary government approvals and licenses to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such approvals or licenses would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. Each Subsidiary of Parent is duly qualified as a foreign corporation or licensed to do businessother legal entity and is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary,is required by law, other than in suchthose jurisdictions whereas to which the failure to be so qualified or licensed or in good standing wouldcould not, individually or in the aggregate, constitutereasonably be expected to have a Buyer Party Material Adverse Effect. All outstanding equity interests in eachEach such Subsidiary of Parent have been duly authorizedhas the corporate or other power and are validly issued, fully paidauthority to own or hold under lease the properties it purports to own or hold under lease and nonassessable,to transact the business it transacts and are not subjectproposes to any preemptive rights, purchase options, call options, rights of first refusal, subscriptions or any similar rights and are owned by Parent and are so owned free and clear of all Liens, except as would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.transact.

Section # Subsidiaries. Except as disclosed in [Schedule 4.2], each SubsidiaryAll of Parent isParent’s Subsidiaries (except Insignificant Subsidiaries) are duly organized, validly existing and, as applicable,and in good standingstanding, where applicable, under the Lawslaws of its jurisdictiontheir respective jurisdictions of formation,organization, and hashave all of the requisite corporate, partnership, limited liability company or other organizational power and authoritypowers and all necessary governmentMaterial governmental licenses, authorizations, consents and approvals and licenses to own, lease and operate its properties andrequired to carry on its businesstheir respective businesses as now being conducted, except where the failure to have such approvals or licenses would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. Each Subsidiary of Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. All outstanding equity interests in each Subsidiary of Parent have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to any preemptive rights, purchase options, call options, rights of first refusal, subscriptions or any similar rights and are owned by Parent and are so owned free and clear of all Liens, except as would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.conducted.

Subsidiaries. Except as disclosedEach Subsidiary identified in [Schedule 4.2], each Subsidiary of Parent5.4] is a limited liability company or other legal entity duly organized, validly existing and, as applicable,and in good standing under the Lawslaws of its jurisdiction of formation,organization, and has all of the requisite corporate, partnership, limited liability company or other organizational power and authority and all necessary government approvals and licenses to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such approvals or licenses would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. Each Subsidiary of Parent is duly qualified as a foreign corporation or licensed to do businessother legal entity and is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary,is required by law, other than in suchthose jurisdictions whereas to which the failure to be so qualified or licensed or in good standing wouldcould not, individually or in the aggregate, constitutereasonably be expected to have a Buyer Party Material Adverse Effect. All outstanding equity interests in eachEach such Subsidiary of Parent have been duly authorizedhas the corporate or other power and are validly issued, fully paidauthority to own or hold under lease the properties it purports to own or hold under lease and nonassessable,to transact the business it transacts and are not subjectproposes to any preemptive rights, purchase options, call options, rights of first refusal, subscriptions or any similar rights and are owned by Parent and are so owned free and clear of all Liens, except as would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.transact.

Subsidiaries. Except as disclosed in [Schedule 4.2], eachEach Subsidiary of Parentthat is a corporation is duly organized,incorporated, validly existing and, as applicable,and in good standing (or the equivalent thereof) under the Lawslaws of its jurisdiction of formation,incorporation (as listed in [Schedule 2.2] of the Company Schedules) and has all of the requisite corporate, partnership, limited liability company or other organizationalcorporate power and authority and all necessary government approvals and licenses to own, leaselease, and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to have such approvals or licenses would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.conducted. Each Subsidiary of Parentthat is a limited liability company is duly qualifiedorganized or licensed to do businessformed, validly existing, and is in good standing in each jurisdiction in which(or the natureequivalent thereof) under the laws of its jurisdiction of organization or formation (as listed in [Schedule 2.2] of the Company Schedules) and has the requisite limited liability company power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each Subsidiary is in possession of all Approvals necessary to own, lease, and operate the properties it purports to own, operate, or lease and to carry on its business as it is now being conducted. Complete and correct copies of the ownership, operation or leasingCharter Documents of its properties or the management of properties for others makes such qualification or licensing necessary, other thaneach Subsidiary, as amended and currently in such jurisdictions where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. All outstanding equity interests in each Subsidiary of Parenteffect, have been duly authorized and are validly issued, fully paid and nonassessable, and are not subjectmade available to any preemptive rights, purchase options, call options, rights of first refusal, subscriptionsBRPA or any similar rights and are owned by Parent and are so owned free and clear of all Liens, except as would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.BRPA’s counsel.

Subsidiaries. Except as disclosed in [Schedule 4.2], each Subsidiary of Parent isThe Company's subsidiaries have been duly organized,incorporated and are validly existing and, as applicable,entities in good standing under the Lawslaws of its jurisdictionjurisdictions of formation, and has all of the requisite corporate, partnership, limited liability company or other organizationaltheir respective organization, with power and authority and all necessary government approvals and licenses to own, lease and operate itstheir respective properties and conduct their respective businesses as described in the Preliminary Prospectus, and have been duly qualified as foreign corporations for the transaction of business and are in good standing under the laws of each other jurisdictions in which they own or lease properties or conduct any business so as to carry on its business as now being conducted,require such qualification, except where the failure so to have such approvalsqualify or licenses would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. Each Subsidiary of Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, constitutenot have a Buyer Party Material Adverse Effect. AllChange (as defined below); all of the issued and outstanding equity interests in each Subsidiarycapital stock (or other ownership interests) of Parent havesuch subsidiaries has been duly and validly authorized and are validly issued, is fully paid and nonassessable,non-assessable and are not subject to any preemptive rights, purchase options, call options, rights of first refusal, subscriptions or any similar rightsis owned, directly and are ownedindirectly, by Parent and are so ownedthe Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Unless otherwise set forth, all Liens, except as would not, individually orreferences in this Section 7 to the aggregate, constitute a Buyer Party Material Adverse Effect.“Company” shall include references to all such subsidiaries.