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 and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the 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 or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X and that own, directly or indirectly, any material assets are listed on Schedule D Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Each of this Agreement) (the Operating Partnership and each a “Subsidiary” and, collectively, the “Subsidiaries”) other subsidiary has been duly incorporated or organized and is validly existing as a corporation limited partnership, trust, limited liability company or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporation formation or organization, has the partnership, trust or corporate power power, as the case may be, and authority authority, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation partnership, trust, limited liability company or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has subsidiary, have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Companysubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and The subsidiaries listed on Schedule D of this Agreement) Exhibit 21.1 to the Company’s 10-K (each a “Subsidiary” and, collectively, the “Subsidiaries”) are all of the Company’s subsidiaries required to be so listed by Form 10-K. Each Subsidiary has been duly incorporated or organized and is validly existing as a corporation limited partnership, trust, limited liability company or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporation formation or organization, has the partnership, trust, limited liability company or corporate power power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation partnership, trust, limited liability company or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has Subsidiary, have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X and that own, directly or indirectly, any material assets are listed on Schedule D Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Each of this Agreement) (the Operating Partnership and each a “Subsidiary” and, collectively, the “Subsidiaries”) other subsidiary has been duly incorporated or organized and is validly existing as a corporation limited partnership, trust, limited liability company or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporation formation or organization, has the partnership, trust or corporate power power, as the case may be, and authority authority, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation partnership, trust, limited liability company or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has subsidiary, have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Companysubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of subsidiary listed in Exhibit 21.1 to the Company (as such term is defined in Rule 1Company’s Annual Report on Form 10-02 of Regulation S-X and listed on Schedule D of this Agreement) K for the most recently ended fiscal year (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries subsidiaries, direct and indirect, of the Company are the subsidiaries listed on in Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the most recently ended fiscal year, 2011 with other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Commission, and each Exchange Act or (ii) those subsidiaries formed since the last day of such subsidiaries is directly or indirectly wholly owned by the Companymost recently ended fiscal year.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to included or incorporated by reference in the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Caribou Ventures, Caribou on Piedmont, Inc., Caribou MSP Airport, Caribou Coffee Development Company, Inc. (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement or as pledged to secure the obligations of the Company under the Second Amended and Restated Lease and License Financing dated June 29, 2004 between the General Disclosure PackageCompany and Arabica Funding, Inc. (the "Lease Financing"), all of the issued and outstanding capital stock of or other equity ownership interests of in each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity ownership interests of in any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries Subsidiaries, which are listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the CommissionStatement, and each (B) certain other subsidiaries that, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary and each Guarantor has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was or any Guarantor were issued in violation of the preemptive or similar rights of any securityholder of such SubsidiarySubsidiary or Guarantor. The As of the date hereof, the only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to Schedule D hereto and (B) certain other subsidiaries which, considered in the Registration Statement which was filed on March 17aggregate as a single subsidiary, 2011 with the Commission, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreementunder the 1934 Act Regulations) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of Except as listed on Schedule 1(a)(xii) hereto, the Company are does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the subsidiaries entities listed on Exhibit 21.1 21 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2019.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiaries is defined identified in Rule 1-02 of Regulation S-X and listed on Schedule D of C to this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) . Each Subsidiary has been duly incorporated or organized and is validly existing as a corporation business entity (corporate or otherwise) in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Preliminary Prospectus, Prospectus or Time of Sale Prospectus, and is duly qualified as a foreign corporation business entity (corporate or otherwise) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse EffectChange. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, all All of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is and are fully paid and non-assessable and is assessable; except as otherwise disclosed in the Registration Statement, Preliminary Prospectus, Prospectus or Time of Sale Prospectus, all such equity interests are wholly owned by the Company, directly or through its Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated organized or organized formed and is validly existing as a corporation corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing so qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder stockholder of such Subsidiary. The only subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with or such amendment to the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyRegistration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) Company’s subsidiaries has been duly incorporated or organized formed, as applicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organizationformation, as applicable, and has corporate corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus General Disclosure Package and the Prospectus. Each of the Company’s subsidiaries is duly qualified as a foreign corporation 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 to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, all All of the issued and outstanding capital stock or other equity interests ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim or equityexcept as disclosed in the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock stock, limited liability company interests or other equity interests limited partnership interests, as the case may be, of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder securityholder, member or partner, as the case may be, of such Subsidiarysubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was Company’s Annual Report on Form 10-K filed on March 17, 2011 with the CommissionCommission on February 19, and each of such subsidiaries is directly or indirectly wholly owned by the Company2013.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction (to the extent the concept of “good standing” is applicable in each such jurisdiction) in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Company’s most recent Annual Report on March 17, 2011 with the Commission, Form 10-K and each of such any other subsidiaries is directly or indirectly wholly owned by the Companydescribed in any Incorporated Document.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not be reasonably expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each The Company does not own or control, directly or indirectly, any corporation, association or entity other than Superport Limited (“significant subsidiary” of the Company Superport”), International Petroleum Services Corporation Ltd. (as such term is defined in Rule 1-02 of Regulation S-X “International Petroleum”) and listed on Schedule D of this AgreementTianjin New Highland Science and Technology Development Co., Ltd. (“Tianjin New Highland”) (each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”) ). Each of the Subsidiaries has been duly incorporated or organized and is validly existing as a corporation in good standing (where applicable) under the laws of the jurisdiction of its incorporation or organizationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing (where applicable) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing (where applicable) would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement ; and the General Disclosure Package, all of the issued and outstanding share capital stock or other equity interests interest of each such Subsidiary has been duly authorized and validly issued, and is fully paid and non-assessable 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. The only subsidiaries of the Company are the Subsidiaries listed on Exhibit 21.1 to the Registration Statement. The issued and is outstanding share capital or equity interest of each of the Subsidiaries owned by the Company, directly or through Subsidiariessubsidiaries, is free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the ----------------------------- Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.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 X) and listed on Schedule D of this Agreement) ▇▇▇▇▇▇ Pacific Services, Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date of this Agreement, the only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed Form 10-K for the year ended December 31, 2013 and (B) the additional subsidiaries listed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation corporation, limited liability company, limited partnership, trust company, statutory business trust or bank in good standing under the laws of the its respective jurisdiction of its incorporation or organization, has corporate organization with power and authority (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each The Bank is the only “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction State of its incorporation or organizationGeorgia, has all requisite corporate 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 and the Prospectus and to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of each such Subsidiary has the Bank have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was the Bank were issued in violation of the any preemptive or similar rights of any securityholder Person (as defined below) with respect to the acquisition of such Subsidiaryshares of capital stock of the Bank. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with Statement. The deposit accounts of the CommissionBank 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 rules and regulations of the FDIC, and each no proceeding for the revocation or termination of such subsidiaries insurance is directly or indirectly wholly owned by pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each “significant subsidiary” of the The Company (as such term is defined in Rule 1-02 of Regulation S-X currently has 10 direct and indirect subsidiaries. They are listed on Schedule D of this Agreement) attached hereto, which is incorporated herein (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been ). Other than the Subsidiaries, the Company does not own or control, directly or indirectly, more than 5% of any class of equity security of any corporation, association or other entity. Each Subsidiary is a corporation or banking corporation duly incorporated or organized and is organized, validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, has the requisite power, corporate power or otherwise, and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; ▇▇▇▇ ▇▇▇▇▇▇ Bank is duly licensed in the State of Illinois by the Illinois Department of Financial and Professional Regulation (the “IDFPR”); except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariesa Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company DFH LLC (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the CompanyDFH LLC, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company DFH LLC are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries Regulation S-X. Prior to the Corporate Reorganization, the only subsidiary of the Company is directly or indirectly wholly owned by the CompanyMerger Sub.

Good Standing of Subsidiaries. Each Affiliate (as defined in the Prospectus) and each other “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital share capital, common stock or other equity membership interests (as applicable) of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable assessable, and is the share capital, common stock or membership interests, as applicable, owned by the Company, directly or through Subsidiariessubsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital share capital, common stock or other equity membership interests (as applicable) of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement (which was filed on March 17, 2011 with the Commission, and includes each Affiliate of such subsidiaries is directly or indirectly wholly owned by the Company.) 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” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or organizationformation, has corporate or limited liability company power and corporate or limited liability company authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity limited liability company interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity limited liability company interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the CommissionSchedule C hereto, and each of then only Significant Subsidiaries are the subsidiaries identified as such subsidiaries is directly or indirectly wholly owned by the Company.on Schedule C hereto

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) Subsidiary has been duly incorporated or organized and is validly existing as a corporation corporation, partnership or limited company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organizationorganization (or such equivalent concept, as applicable under the laws of such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Disclosure Materials and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (or such equivalent concept, as applicable under the laws of such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing (or such equivalent concept) would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageMaterials, all of the issued and outstanding share capital stock or other equity interests capital stock, as the case may be, of each such Subsidiary has been duly authorized and validly issued, is fully paid and are not subject to calls for any additional payments (non-assessable assessable) and is owned by the Company, directly or through its Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of share capital stock or other equity interests capital stock, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Exhibit 21.1 to Schedule 3.1(a) of the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyDisclosure Schedules.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed set forth on Schedule D of this Agreement) VII hereto (each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. The Other than the Significant Subsidiaries, none of the subsidiaries of the Company have assets that individually comprise more than ten percent (10%) of the total assets of the Company and its subsidiaries consolidated as of March 31, 2008. Except for the subsidiaries listed on Schedule VIII, the only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed on March 17, 2011 with the CommissionCommission on February 29, and each of such subsidiaries is directly or indirectly wholly owned by the Company2008.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not be reasonably likely to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17(excluding any subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the CompanyRegulation S-X).

Good Standing of Subsidiaries. Each The Operating Partnership is the Trust’s only “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) X). Each Subsidiary has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable as applicable and is owned by the CompanyTrust, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company Trust are the subsidiaries Subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed Trust’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2011.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationorganization and is validly existing in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonable be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Significant Subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed identified on Schedule D of this Agreement) hereto (each each, a “Subsidiarysubsidiary” and, collectively, the “Subsidiariessubsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Each subsidiary of the Company which conducts business as a bank is duly authorized to conduct such banking business in each jurisdiction in which such banking business is conducted or is validly existing as a national banking association under the laws of the United States, except in each case where the failure to be so authorized or be in valid existence would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock or other equity interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to Schedule D hereto and (b) certain other unregulated subsidiaries which, considered in the Registration Statement which was filed on March 17aggregate as a single subsidiary, 2011 with the Commission, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of LATA are the entities listed in Exhibit 21.1 to the Annual Report and those owning properties acquired since the Annual Report. Each “significant subsidiary” Subsidiary of the Company LATA (as such term other than LATA Holdings, which is defined addressed in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementSection 6.3(b)) (each a “Subsidiary” and, collectively, the “Subsidiaries”a) has been duly incorporated or organized and is validly existing as a corporation partnership or a limited liability company in good standing under the laws of the jurisdiction of its incorporation or organization, (b) has corporate 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 Prospectus Specified SEC Reports and (c) is duly qualified as a foreign corporation partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (c) where the failure so to qualify or to be in good standing would not result in a an LATA Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, ; all of the issued and outstanding capital stock or other equity interests or capital stock, respectively, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the CompanyLATA, directly or through Subsidiariesa Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding equity interests or shares of capital stock or other equity interests stock, respectively, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Except for the equity interests and shares of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17capital stock, 2011 with the Commissionrespectively, and each of such subsidiaries is in its Subsidiaries, LATA does not own, directly or indirectly wholly owned by the Companyindirectly, any shares of stock or any other equity or long term debt securities of any corporation or have any equity interest in any firm, partnership, joint 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 and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has the corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus General Disclosure Package and the Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectuses, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. Schedule F hereto sets forth a complete and accurate list of each “significant subsidiary” of such subsidiaries is directly or indirectly wholly owned by the CompanyCompany (as defined in Rule 1-02 of Regulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) IV hereto has been duly incorporated or organized and is validly existing as a corporation and in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporation or organizationorganization as set forth on Schedule IV, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock (or other equity interests ownership interests) of each such Subsidiary has been duly authorized and validly issued, is are fully paid and non-assessable and is are 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 (or other equity interests ownership interests) of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule IV hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests shares of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares or shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 8.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 20-F for the fiscal year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2020.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is in defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is is, or upon consummation of the Formation Transactions will be, owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Company does not, and will not upon consummation of the Company are Formation Transactions, own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the subsidiaries entities listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary owned by the Company, directly or through subsidiaries, 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 ; and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of or such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to Schedule C hereto and (b) certain other subsidiaries which, considered in the Registration Statement which was filed on March 17aggregate as a single Subsidiary, 2011 with the Commission, and each do not constitute a "significant subsidiary" as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission2021, and each of such subsidiaries is directly or indirectly wholly owned as amended by the Company’s Form 10-K/A Amendment No. 1, incorporated by reference in the Registration Statement.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary owned by the Company, directly or through subsidiaries, 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 ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of or such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to Schedule C hereto and (b) certain other subsidiaries which, considered in the Registration Statement which was filed on March 17aggregate as a single Subsidiary, 2011 with the Commission, and each do not constitute a "significant subsidiary" as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X. 5

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company subsidiary (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D X) of this Agreement) the Company (each each, a “Significant Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or organization, has corporate the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only A list of all subsidiaries of the Company are is contained on Schedule C hereto. Other than the subsidiaries of the Company listed on Exhibit 21.1 to Schedule C hereto, the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyCompany has no Significant Subsidiaries.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and Material Subsidiary is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or organization, formation (if the concept of good standing exists in such jurisdiction) and has corporate or other entity power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Registration Statement, the General Disclosure Package and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, Prospectus; except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests interest of each such Material Subsidiary has been duly authorized and validly issued, is fully paid and non­assessable (except to the extent equity interests other than capital stock are not fully paid and non-assessable under applicable law) and is owned by the CompanyCompany (except for directors’ qualifying shares and shares owned by local shareholders of international Material Subsidiaries not in excess of 5% of the outstanding equity interests), directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim (except for lost shares for which loss affidavits have been or equity. None will be prepared); none of the outstanding shares of capital stock or other equity interests of any Material Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only For purposes of this Agreement, “Material Subsidiary” excludes any joint ventures of the Company and means the subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 Schedule D to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Companythis Agreement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and identified on listed on Schedule D of this Agreement) Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and organized, is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended June 30, 2011 with the Commission2022, (b) Grinding & Dicing Services, Inc. (“GDSI”), and each (c) 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 such subsidiaries is directly or indirectly wholly owned by the Company.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 X) and listed on Schedule D of this Agreement) ▇▇▇▇▇▇ Pacific Services, Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date of this Agreement, the only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed Form 10-K for the year ended December 31, 2016 and (B) the additional subsidiaries listed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 Company, including without limitation each of Regulation S-X the Founding Companies and listed on Schedule D each of this Agreement) their respective subsidiaries (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”) "), has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, ; all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is after giving effect to the Combination will be owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in any Subsidiary are outstanding; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are immediately after giving effect to the subsidiaries Combination will be the Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and each of the Subsidiaries listed on Schedule D of this Agreement) C hereto (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (except as otherwise provided in 12 U.▇.▇.▇▇. 55) and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 Schedule C hereto 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. The deposit accounts of each depository institution subsidiary of the Company are insured by the Federal Deposit Insurance Corporation ("FDIC") up to the Registration Statement which was filed on March 17, 2011 with the Commissionmaximum amounts specified by applicable law, and each no actions for the termination of such subsidiaries is directly or indirectly wholly owned insurance have been commenced by the FDIC or, to the Company's knowledge, are threatened.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in within the meaning of Rule 1-02 of (w) under Regulation S-X and listed on Schedule D of this Agreement) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a limited liability company (sociedad anonima) or corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim claim, or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (b) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single Subsidiary, and each do not constitute a "significant subsidiary" as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.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 and listed on Schedule D of this Agreement) Exhibit 21.1 to the Company’s Form 10-K filed for the fiscal year ended August 31, 2016 (each a “Subsidiary” and, collectively, the “SubsidiariesForm 10-K”) has been duly incorporated organized or organized formed and is validly existing as a corporation existing, and with respect to subsidiaries organized or formed in Delaware or Oregon, in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageOffering Memorandum, all of the issued and outstanding capital stock or other equity interests or ownership interest of each such Subsidiary subsidiary listed on Exhibit A hereto has been duly authorized and validly issued, is fully paid and non-assessable and and, except for directors’ qualifying shares, is owned by the Company, directly or through Subsidiaries, subsidiaries in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity except as described in the Offering Memorandum. None of the outstanding shares of capital stock or other equity interests or ownership interest of any Subsidiary subsidiary listed on Exhibit A hereto was issued in violation of the preemptive or similar rights of any securityholder or other economic owner of such Subsidiarysubsidiary. The only Company has no material subsidiaries of the Company are other than the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the CommissionForm 10-K, and each the only subsidiaries that constitute a “significant subsidiary,” as defined in Rule 1-02 of such Regulation S-X, are the subsidiaries is directly or indirectly wholly owned by the Companylisted on Exhibit A hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission2013, and each (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 such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each of G▇▇▇▇▇▇▇ Capital CLO Ltd. (“significant subsidiary” of the Company G▇▇▇▇▇▇▇ Capital CLO”), G▇▇▇▇▇▇▇ Funding 2010-1 LLC (as such term is defined in Rule 1“G▇▇▇▇▇▇▇ Funding”), G▇▇▇▇▇▇▇ Capital Equity Holdings LLC (“G▇▇▇▇▇▇▇ Capital Equity”), GF 2012-02 of Regulation S1 Manager and GF 2012-X and listed on Schedule D of this Agreement) 1 (each of G▇▇▇▇▇▇▇ Funding, G▇▇▇▇▇▇▇ Capital Equity, GF 2012-1 Manager and GF 2012-1, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result result, singly or in the aggregate, in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity membership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity membership interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17G▇▇▇▇▇▇▇ Capital CLO, 2011 with the CommissionG▇▇▇▇▇▇▇ Capital Equity, G▇▇▇▇▇▇▇ Funding, GF 2012-1 Manager and each of such subsidiaries is directly or indirectly wholly owned by the CompanyGF 2012-1.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) Exhibit 21.1 to the Company’s Form 10-K filed for the fiscal year ended December 31, 2016 (each a “Subsidiary” and, collectively, the “SubsidiariesForm 10-K”) has been duly incorporated organized or organized formed and is validly existing as a corporation existing, and with respect to subsidiaries organized or formed in Delaware, in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, all All of the issued and outstanding capital stock or other equity interests or ownership interest of each such Subsidiary subsidiary listed on Exhibit A hereto has been duly authorized and validly issued, is fully paid and non-assessable and, except for directors’ qualifying shares or as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or indicated on Exhibit A or pursuant to and in accordance with the Loan and Security Agreement, dated as of November 23, 2016, as amended, by and among the Company, certain of its subsidiaries, the several banks and financial institutions, as lenders thereto and Hercules Capital, Inc., as administrative agent and collateral agent (as amended from time to time, the “Hercules Agreement”), is owned by the Company, directly or through Subsidiaries, subsidiaries in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the outstanding shares of capital stock or other equity interests or ownership interest of any Subsidiary subsidiary listed on Exhibit A hereto was issued in violation of the preemptive or similar rights of any securityholder or other economic owner of such Subsidiarysubsidiary. The only Company has no material subsidiaries of the Company are other than the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the CommissionForm 10-K, and each the only subsidiaries that constitute a “significant subsidiary,” as defined in Rule 1-02 of such Regulation S-X, are the subsidiaries is directly or indirectly wholly owned by the Companylisted on Exhibit A hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than the share pledges over such equity interests in connection with the Revolving Credit Facility (as such term is defined in the Prospectus). None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each The Operating Partnership is the Trust’s only “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) X). Each Subsidiary has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable as applicable and is owned by the CompanyTrust, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company Trust are the subsidiaries Subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed Trust’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2009.

Good Standing of Subsidiaries. Each “significant subsidiary” or “subsidiary” of the Company (as such term is terms are defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except Each of NBC Capital Corporation (MS) Statutory Trust I and Enterprise (TN) Statutory Trust I has been duly formed and is validly existing as otherwise disclosed business trusts under the Connecticut Statutory Trust Act, Chapter 614 of Title 34 of the Connecticut General Statutes Section 500, et seq., and is in good standing under the Registration Statement and laws of the General Disclosure Package, all State of Connecticut. All of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and and, except as indicated on Schedule 1, is owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule E hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated organized or organized formed and is validly existing as a corporation corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing so qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests securities of each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder stockholder of such Subsidiary. The only subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with or such amendment to the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyRegistration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company subsidiary (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D X) of this Agreement) the Company (each each, a “Significant Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or organization, has corporate the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statements, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only A list of all subsidiaries of the Company are is contained on Schedule D hereto. Other than the subsidiaries of the Company listed on Exhibit 21.1 to Schedule D hereto, the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyCompany has no Significant Subsidiaries.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.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 and listed on Schedule D of this Agreement) Exhibit 21.1 to the Company’s Form 10-K filed for the year ended December 31, 2012 (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated organized or organized formed and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage or the Prospectus or as would not result in a Material Adverse Effect, all of the issued and outstanding capital stock or other equity interests or ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests or ownership interest of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17QHP Royalty Sub LLC, 2011 with the CommissionBTI Acquisition I Corp., and each of such subsidiaries is directly or indirectly wholly owned by the CompanyBioTransplant Incorporated.

Good Standing of Subsidiaries. Each There are no “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) ). Each subsidiary has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) ), if any, has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary Subsidiary, if any, 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 or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries There are no Subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Annual Report on March 17Form 10-K of the Company for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2012.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Parent Guarantor (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreementunder the 1934 Act Regulations) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the CompanyParent Guarantor, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of Except as listed on Schedule 1(a)(xii) hereto, the Company are Parent Guarantor does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the subsidiaries entities listed on Exhibit 21.1 21 to the Registration Statement which was filed Parent Guarantor’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2019.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing (to the extent the concept of “good standing” is applicable under the laws of such jurisdiction) under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (to the extent such concepts are applicable in each such jurisdiction) and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of 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 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the fiscal year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2023.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed identified on Schedule D of this Agreement) C hereto (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K incorporated by reference into the Registration Statement which was filed on March 17and (b) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to Schedule F hereto and (b) certain other subsidiaries which, considered in the Registration Statement which was filed on March 17aggregate as a single Subsidiary, 2011 with the Commission, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreementunder the 1934 Act Regulations) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of Except as listed on Schedule 1(a)(xii) hereto, the Company are does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the subsidiaries entities listed on Exhibit 21.1 21 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2023.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, 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 and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, ; all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-non assessable and is owned by the Company, directly or through wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity except for those arising under Credit Facilities (as hereinafter defined) as disclosed in the Registration Statement, General Disclosure Package and the Prospectus; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and ----------------------------- listed on Schedule D of this Agreement) E hereto (each each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, has corporate or partnership, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, ; all of the issued and outstanding capital stock or other equity interests of each such corporate Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, Company directly or indirectly through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to Schedule E hereto and (b) certain other subsidiaries which, considered in the Registration Statement which was filed on March 17aggregate as a single subsidiary, 2011 with the Commission, and each do not constitute a "significant subsidiary" as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each IBERIABANK is a bank chartered under the laws of the State of Louisiana to transact business as a state-chartered bank and the charter of IBERIABANK is in full force and effect. IBERIABANK is the only “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D X). Each subsidiary of this Agreement) the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, 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 and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” or “subsidiary” of the Company (as such term is terms are defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except Summit Bank Corporation Capital Trust I has been duly formed and is validly existing as otherwise disclosed business trusts under the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code Section 3801, et seq., and is in good standing under the Registration Statement and laws of the General Disclosure Package, all State of Delaware. All of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity (except with respect to the preferred stock of Summit Bank Corporation Capital Trust I); none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of Except as listed on Schedule 1(a)(xii) hereto, the Company are does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the subsidiaries entities listed on Exhibit 21.1 21 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2019.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) TW Container Leasing, Ltd (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 8.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 20-F for the fiscal year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2011.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than the share pledges over such equity interests in connection with the Term Loan A Facility, the Term Loan B Facility, and the Revolving Credit Facility (as each term is defined in the Prospectus). None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiarysubsidiary” and, collectively, the “Subsidiariessubsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was Company’s most recent Annual Report on Form 10-K filed on March 17, 2011 with the CommissionCommission and (B) certain other subsidiaries which, and each considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreementpromulgated by the Commission) (each individually a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation corporation, limited liability company or other legal entity, as applicable, to the extent such concept is recognized, is in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and and, to the extent such concept is recognized, is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of its business or the ownership or leasing of property or the conduct of businessrequires such qualification, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not result in have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, all The outstanding shares of the issued and outstanding capital stock or other equity interests interest of each such Subsidiary has have been duly and validly authorized and validly issued, is issued and are fully paid and non-assessable and, except as disclosed in the Registration Statement, the General Disclosure Package and is the Prospectus (exclusive of any supplement thereto), are owned by the Company, directly Company or through Subsidiaries, a wholly owned subsidiary of the Company to the extent described therein free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests interest of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only significant subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17Company’s Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2020.

Good Standing of Subsidiaries. Each “of Wessex, Wessex Water Services Ltd, SC Technology AG, Azurix Europe Ltd, Phil▇▇ Utilities Management Corporation, CDM Phil▇▇, ▇▇c. and each of any other subsidiaries of the Company that constitutes a "significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation corporation, limited company, or other business entity, as the case may be, in good standing standing, where applicable, under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation corporation, limited company or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only Exhibit 21 to the Registration Statement lists all the subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 required to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Companybe so listed.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was Company’s most recent Annual Report on Form 10-K filed on March 17, 2011 with the CommissionCommission and (B) certain other subsidiaries which, and each considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each The Company does not own or control, directly or indirectly, any corporation, association or entity other than Eastern Well Holdings Limited (“significant subsidiary” of the Company Eastern Well”), Nuoxin Energy Technology (as such term is defined in Rule 1-02 of Regulation S-X Shanghai) Co., Ltd. (“Nuoxin”), Jiangxi Nobao Electronics Co., Ltd. (“Nobao”) and listed on Schedule D of this AgreementNobao Energy (Nantong) Co., Ltd. (“Nobao Energy”) (each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”) ). Each of the Subsidiaries has been duly incorporated or organized and is validly existing as a corporation in good standing (where applicable) under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or foreign invested enterprise (as the case may be) to transact business and is in good standing (where applicable) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing (where applicable) would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement ; and the General Disclosure Package, all of the issued and outstanding share capital stock or other equity interests interest of each such Subsidiary has been duly authorized and validly issued, and is fully paid and non-assessable assessable, except for the registered capital of Nuoxin and Nobao Energy that has not been fully paid and is not currently due. 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. The only subsidiaries of the Company are the Subsidiaries listed on Exhibit 21.1 to the Registration Statement. Except as other disclosed in the General Disclosure Package and the Prospectus, the issued and outstanding share capital or equity interest of each of the Subsidiaries owned by the Company, directly or through Subsidiariessubsidiaries, is free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized formed and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationformation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus or as would not result in a Material Adverse Effect, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was Company’s annual report on Form 10-K for the year ended December 31, 2015, filed with the Commission on March 1715, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2016.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, 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 and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity except as described in the Registration Statement, the General Disclosure Package or the Prospectus; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive pre-emptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) ▇▇▇▇▇▇ Pacific Services, Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Form 10-K for the year ended December 31, 2010 Statement which was filed and (B) the additional subsidiaries listed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D X) of this Agreement) the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has the corporate 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 and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding shares of capital stock or other equity interests of each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries Subsidiaries listed on Exhibit 21.1 to Schedule C hereto and (b) other subsidiaries which, considered in the Registration Statement which was filed on March 17aggregate as a single subsidiary, 2011 with the Commission, and each do not constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the CompanyRegulation 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 X) and listed on Schedule D of this Agreement) Ste▇▇▇▇ ▇▇tle Insurance Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation corporation, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed stated in the Registration Statement and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and is validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to the Registration Statement Schedule C hereto and (b) certain other subsidiaries, none of which was filed on March 17, 2011 with the Commission, and each constitute a "significant subsidiary" as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.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 and listed identified on Schedule D of this Agreement) hereto (each each, a “Subsidiarysubsidiary” and, collectively, the “Subsidiariessubsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Each subsidiary of the Company that conducts business as a bank is duly authorized to conduct such banking business in each jurisdiction in which such banking business is conducted or is validly existing as a national banking association under the laws of the United States, except in each case where the failure to be so authorized or be in valid existence would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock or other equity interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to Schedule D hereto and (B) certain other unregulated subsidiaries which, considered in the Registration Statement which was filed on March 17aggregate as a single subsidiary, 2011 with the Commission, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” The only Subsidiaries of the Company Corporation are the entities listed in Exhibit 21.1 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “SubsidiariesAnnual Report”) and those owning Portfolio Properties acquired since the Annual Report. Each Subsidiary of the Corporation (i) has been duly incorporated or organized and is validly existing as a corporation partnership or a limited liability company in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) has corporate 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 Prospectus Specified SEC Reports and (iii) is duly qualified as a foreign corporation partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (iii) where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, ; all of the issued and outstanding capital stock or other equity interests or capital stock, respectively, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the CompanyCorporation, directly or through Subsidiariesa Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding equity interests or shares of capital stock or other equity interests stock, respectively, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Except for the equity interests and shares of capital stock, respectively, in its Subsidiaries, the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17Corporation does not own, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Companyindirectly, any shares of stock or any other equity or long term debt securities of any corporation or have any equity interest in any firm, partnership, joint 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 and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus General Disclosure Package and the Final Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageFinal Offering Memorandum, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, except as disclosed in the General Disclosure Package and the Final Offering Memorandum and such other subsidiaries none of which, in the aggregate, would constitute a “significant subsidiary” of the Company under Rule 1-02 of Regulation S-X. The only subsidiaries Subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not be reasonably likely to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17(excluding any subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the CompanyRegulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 incorporated by reference in the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so to qualify qualified or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and none of the outstanding shares of capital stock or other equity interests of any Significant Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiaries For the avoidance of doubt, the Significant Subsidiaries are: (1) Selective Insurance Company of America, (2) Selective Way Insurance Company, (3) Selective Insurance Company of South Carolina, and (4) Selective Insurance Company of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySoutheast.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Parent Guarantor (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreementunder the 1934 Act Regulations) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the CompanyParent Guarantor, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of Except as listed on Schedule 1(a)(xii) hereto, the Company are Parent Guarantor does not own or control, directly or indirectly, any corporation, association or other entity that is a Subsidiary other than the subsidiaries entities listed on Exhibit 21.1 21 to the Registration Statement which was filed Parent Guarantor’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2022.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing (to the extent this concept applies) or other equivalent local law status (if any), as applicable, under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing (to the extent this concept applies) or other equivalent local law status (if any), as applicable, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing standing, or other equivalent local law status (if any), as applicable, would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding share capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of share capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed identified on Schedule D of to this Agreement) Agreement (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus General Disclosure Package and the Final Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageFinal Offering Memorandum and except for any directors’ qualifying shares, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries Other than the Subsidiaries and the Company’s one-third percentage interest in Rural Tower Network, LLC, a North Dakota limited liability company, and except for marketable securities held for investment purposes in amounts less than 5% of the Company are outstanding equity of the subsidiaries listed on Exhibit 21.1 to issuer, the Registration Statement which was filed on March 17Company, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by indirectly, owns no capital stock or other equity or ownership or proprietary interest in any corporation, partnership, association, trust or other entity. The Company has no “significant subsidiary” (as that term is defined in Rule 1-02(w) of Regulation S-X under the Company1933 Act) other than the Subsidiaries.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission2020, and each of such subsidiaries is directly or indirectly wholly owned as amended by the Company’s Form 10-K/A Amendment No. 1, incorporated by reference in the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageProspectus, all of the issued and outstanding share capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was Company's most recent Annual Report on Form 10-K filed on March 17, 2011 with the Commission, and each (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 such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreementunder the 1934 Act Regulations) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of Except as listed on Schedule 1(a)(xii) hereto, the Company are does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the subsidiaries entities listed on Exhibit 21.1 21 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2022.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and subsidiaries listed on ----------------------------- Schedule D of this Agreement) A hereto (each each, a “"Subsidiary” " and, collectively, the “---------- "Subsidiaries”") has been duly incorporated or organized and organized, is validly existing as a corporation and is in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power or limited liability company power, as applicable, and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would could not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed stated in the Registration Statement and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and is validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the Subsidiaries and (b) certain other subsidiaries listed on Exhibit 21.1 to which, individually or in the Registration Statement which was filed on March 17aggregate, 2011 with are "minor" within the Commission, and each meaning of such subsidiaries Rule 3-10 of Regulation S-X promulgated under the 1933 Act. Each Subsidiary of the Company is directly or indirectly wholly owned by the Companyan Initial Guarantor.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organizationexistence, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Time of Sale Prospectus and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity partnership interests of each such Subsidiary has have been duly authorized and validly issuedissued or created, is are fully paid and non-assessable and is except as described in Schedule D attached hereto are owned by the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity partnership interests of any Subsidiary the Subsidiaries was issued in violation of the any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any securityholder Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of such Subsidiary. The only subsidiaries the Subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D attached hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” or “subsidiary” of the Company (as such term is terms are defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except Each of NBC Capital Corporation (MS) Statutory Trust I and Enterprise (TN) Statutory Trust I has been duly formed and is validly existing as otherwise disclosed business trusts under the Connecticut Statutory Trust Act, Chapter 614 of Title 34 of the Connecticut General Statutes Section 500, et seq., and is in good standing under the Registration Statement and laws of the General Disclosure Package, all State of Connecticut. All of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and and, except as indicated on Schedule 1, is owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule E hereto.