Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of each Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable and 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 capital shares of any Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, partnership or limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beexistence, has corporate, limited liability company, corporate or partnership or trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation, limited liability company, corporation or partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, all of the issued and outstanding capital shares stock or partnership interests of each Subsidiary have been duly authorized and validly issued or created, are validly issued, fully paid and non-assessable and except as described in Schedule D are owned by the Company, directly or through subsidiariesthe Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding capital shares of any Subsidiary capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or other 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 Subsidiarythe Subsidiaries of the Company are listed on Schedule D attached hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term which is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) a significant subsidiary (each, a “Significant Subsidiary” and, collectively, ”) as defined in Rule 405 of Regulation C of the “Subsidiaries”), if any, 1933 Act Regulations has been duly organized and is validly existing as a corporation, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation organization, has power and authority as a corporation, limited liability company or formationpartnership, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus and is duly qualified as a foreign corporation, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or and be in good standing would not result in have a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, ; all of the issued and outstanding capital shares stock of each Subsidiary have such corporate subsidiary has been duly authorized and are validly issued, is fully paid and non-assessable and are and, except for directors’ qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction on voting or transfer, equity; and all of the issued and outstanding partnership or limited liability company interests of each such subsidiary which is a partnership or limited liability company, as applicable, have been duly authorized (if applicable) and validly issued and are fully paid and non-assessable and (except for other partnership or limited liability company interests described in the Time of Sale Information and the Prospectus) are owned by the Company, directly or through corporate subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital shares of any Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under X) and each other entity in which the ▇▇▇▇ ▇▇▇) Company holds a direct or indirect ownership interest that is material to the Company (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company, partnership company or real estate investment trust, as the case may be, similar entity in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualify or be in good standing qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares equity securities of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder stockholder of such Subsidiary. The only direct 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 to the Registration Statement or such amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” Subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized formed and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, power and authority to own, lease and operate its properties 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, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in have a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of stock or other ownership interests in each such Subsidiary have been duly authorized and are validly issued, are fully paid and non-non- assessable and are owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , except for security interests granted in respect of indebtedness of the Company or any of its Subsidiaries and described in the Prospectus; and none of the outstanding capital shares of any stock or other ownership interests in such Subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Subsidiarysubsidiary or any other person.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock 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 Schedule E 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.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, 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 or the Prospectus and is duly qualified as a foreign corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of capital stock of each Subsidiary such subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien. None The only subsidiaries of the outstanding capital shares Company are the subsidiaries listed on Exhibit B hereto and Exhibit B hereto accurately sets forth whether each such subsidiary is a corporation or limited liability company and the jurisdiction of any Subsidiary was issued in violation organization of preemptive or other similar rights of any securityholder of each such Subsidiarysubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, company or limited partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, company or partnership or trust, as the case may be, 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, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock, limited liability company member interests or partnership interests of each Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable and 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 shares stock, limited liability company member interests or partnership interest of any Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company The subsidiaries listed on Schedule 2.11 hereto (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”)) are the only subsidiaries which are currently material to the business and operations of the Company, if any, and each such Subsidiary has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as formation (either the case may beRepublic of the ▇▇▇▇▇▇▇▇ Islands or Malta), has corporate, limited liability company, partnership or trust, as the case may be, corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse EffectChange. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding capital shares stock of each Subsidiary have has been duly authorized and are validly issued, issued and is fully paid and non-assessable and are is owned by the Company, directly or through subsidiariesone or more wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility or equity. None loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder security holder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized or formed, as applicable, and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or formation, as the case may behas trust, has corporatepartnership, limited liability company, partnership company or trust, as the case may be, 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 to transact business as a foreign corporation, limited liability company, partnership or real estate investment trust, as entity. Each subsidiary of the case may be, to transact business and Company is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares ownership interests in each subsidiary of each Subsidiary the Company (including, without limitation, all of the issued and outstanding OP Units of the Operating Partnership) have been duly authorized and are validly issued, are fully paid and non-assessable and are 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 capital shares ownership interests in any subsidiary of any Subsidiary was the Company were issued in violation of any preemptive rights or other similar rights rights. As of any securityholder the Company’s most recently completed fiscal year, the only subsidiaries of such Subsidiary.the Company are (A) the subsidiaries of the Company listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the applicable year 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 Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable non‑assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co‑sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company did not as of the date of its most recently filed balance sheet with the Commission, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. Each “significant material "subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") has been duly organized and is validly existing as a corporation, limited liability company, company or limited partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, company or limited partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock, limited liability company interests or limited partnership interests of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock, limited liability company interests or limited partnership interests of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder securityholder, member or partner of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable non‑assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co‑sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of December 31, 2011, have any “significant subsidiaries” (as defined in Rule 1‑02(w) of Regulation S‑X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable non‑assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co‑sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of December 31, 2017, have any “significant subsidiaries” (as defined in Rule 1‑02(w) of Regulation S‑X).

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized or formed, as applicable, and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or formation, as the case may behas trust, has corporatepartnership, limited liability company, partnership company or trust, as the case may be, 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 to transact business as a foreign corporation, limited liability company, partnership or real estate investment trust, as entity. Each subsidiary of the case may be, to transact business and Company is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares ownership interests in each subsidiary of each Subsidiary the Company (including, without limitation, all of the issued and outstanding OP Units of the Operating Partnership) have been duly authorized and are validly issued, are fully paid and non-assessable and are 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 capital shares ownership interests in any subsidiary of any Subsidiary was the Company were issued in violation of any preemptive rights or other similar rights rights. The only subsidiaries of any securityholder the Company are (A) the subsidiaries of such Subsidiary.the Company listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under X) and each other entity in which the ▇▇▇▇ ▇▇▇) Company holds a direct or indirect ownership interest that is material to the Company (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company, partnership company or real estate investment trust, as the case may be, similar entity in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualify or be in good standing qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares equity securities of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent post-effective amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21 to the Registration Statement or such post-effective amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, 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 or the Prospectus and is duly qualified as a foreign corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of capital stock of each Subsidiary such subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien. None The only subsidiaries of the outstanding capital shares Company are the subsidiaries listed on Exhibit C hereto and Exhibit C hereto accurately sets forth whether each such subsidiary is a corporation or limited liability company and the jurisdiction of any Subsidiary was issued in violation organization of preemptive or other similar rights of any securityholder of each such Subsidiarysubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as such term is defined in Rule 1are the subsidiaries listed on Exhibit 21.1 to the 10-02 of Regulation S-X promulgated under the K and Crusaders Owner LLC, Crusaders Lessee LLC, Crusaders Hotel Owner LLC, ▇▇▇▇▇▇▇ Owner LLC and ▇▇▇) ▇▇▇▇ Lessee LLC (each, a “Subsidiary” and, Delaware limited liability company) (collectively, the “Subsidiaries”), if any, . Each of the Operating Partnership and each other Subsidiary has been duly organized and is validly existing as a corporationlimited partnership, trust, limited liability company, partnership company or real estate investment trustcorporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporation formation or formationorganization, has the partnership, trust or corporate power, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and is duly qualified as a foreign corporationpartnership, trust, limited liability company, partnership company or real estate investment trustcorporation, as the case may beapplicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding capital shares equity interests of each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are 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 capital shares equity interests of any Subsidiary was were issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co-sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of December 31, 2010, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership corporate or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are the shares of each such Subsidiary owned by the CompanyCompany are so owned, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than shares of the Subsidiaries owned by the Company that are pledged as collateral pursuant to the security and pledge agreement, dated June 24, 2010, between the Company and ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent. None of the outstanding shares of capital shares stock 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 the subsidiaries listed on Exhibit 21 to 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 promulgated under the ▇▇▇▇ ▇▇▇X) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”),” which term, if anyfor the avoidance of doubt, includes r services LLC) has been duly organized and is validly existing as a corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may beapplicable, in good standing under the laws of the jurisdiction of its incorporation organization, has corporate or formationlimited liability company power, as the case may beapplicable, has corporate, limited liability company, partnership or trust, as the case may be, 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, corporation or limited liability company, partnership or real estate investment trust, as the case may beapplicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") of Diamond Growers or Diamond Foods has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, business entity in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, legal power and authority to own, own or 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, limited liability company, partnership business entity (corporate or real estate investment trust, as the case may be, 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 so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares equity interests of each such Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are owned (except for preferred securities issued by DW Capital Trust I) by Diamond Growers or Diamond Foods, as the Companycase may be, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding capital shares equity interests of any each such Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary.. The only Subsidiaries of (A) Diamond Growers prior to the Effective Time are the entities listed on Exhibit 21.01 to the Registration Statement, and (B) Diamond Foods are the entities listed on Exhibit

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 promulgated under the ▇▇▇▇ ▇▇▇) listed on Schedule IV hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership corporate or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock (or other ownership interests) of each Subsidiary have has been duly authorized and are validly issued, are fully paid and non-assessable and 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 shares stock (or other ownership interests) of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder security holder of such Subsidiary. The only Subsidiaries of the Company are the subsidiaries listed Schedule 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 promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of each Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable and are or 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 of the outstanding capital shares of any Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of such Subsidiary.

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 promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, Schedule C to this Agreement. Each Subsidiary has been duly organized and is validly existing as a corporation, limited liability company, partnership business entity (corporate or real estate investment trust, as the case may be, otherwise) in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Preliminary Prospectus, Prospectus or Time of Sale Prospectus, and is duly qualified as a foreign corporation, limited liability company, partnership business entity (corporate or real estate investment trust, as the case may be, 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 qualify or to be in good standing would not result in a Material Adverse EffectChange. Except All of the issued and outstanding equity interests of each Subsidiary has been duly authorized and validly issued, and are fully paid and non-assessable; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Preliminary Prospectus, Prospectus or Time of Sale Prospectus, all of the issued and outstanding capital shares of each Subsidiary have been duly authorized and such equity interests are validly issued, fully paid and non-assessable and are wholly owned by the Company, directly or through subsidiariesits Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding capital shares equity interests of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder security holder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co-sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company did not as of the date of its most recently filed balance sheet with the Commission, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, Subsidiary has been duly organized and is validly existing as a corporation, partnership or limited liability company, partnership or real estate investment trust, as the case may beapplicable, in good standing under the laws of the jurisdiction of its incorporation or formationorganization (or such equivalent concept, as applicable under the case may belaws of such jurisdiction), has corporate, limited liability company, partnership corporate or trust, as the case may be, 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 Materials and is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, 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 qualify or to be in good standing (or such equivalent concept) would not result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the ProspectusMaterials, all of the issued and outstanding share capital shares or capital stock, as the case may be, of each Subsidiary have has been duly authorized and are validly issued, is fully paid and are not subject to calls for any additional payments (non-assessable assessable) and are is owned by the Company, directly or through subsidiariesits Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding share capital shares or capital stock, as the case may be, 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 the Subsidiaries listed on Schedule 3.1(a) of the Disclosure Schedules.

Good Standing of Subsidiaries. Each “significant subsidiary” Dura Delivery Systems, Inc., a Delaware corporation ("DDSI"), Health Script Pharmacy Services, Inc., a Colorado corporation ("Health Script"), Healthco Solutions, Inc., a Colorado corporation ("Healthco"), HS Wholesaler, Inc., a Colorado corporation ("HS Wholesaler") and DCI, Ltd., a corporation organized under the laws of the Company Cayman Islands (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇"DCI") (eachDDSI, a “Subsidiary” andHealth Script, collectivelyHealthco, HS Wholesaler and DCI are hereinafter referred to as the “"Subsidiaries”)") are the only subsidiaries of the Company. Except for the Subsidiaries, if anyneither the Company nor any Subsidiary owns any shares of stock or any other equity securities of any corporation or has any equity interests in any firm, partnership, association or other entity. Each Subsidiary has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, ; all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are is owned solely by the Company, directly or through subsidiaries, Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such SubsidiarySubsidiary arising by operation of law, under the charter or by-laws of such Subsidiary or under any agreement to which the Company or such Subsidiary is a party.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, Subsidiary has been duly organized and is validly existing as a corporation, limited liability company, partnership corporation or real estate investment trust, as the case may be, other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or formation, as the case may beorganization, has corporate, limited liability company, partnership the requisite corporate or trust, as the case may be, organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and is duly qualified as a foreign corporation, limited liability company, partnership corporation or real estate investment trust, as the case may be, other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would or have such power or authority could not result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such SubsidiarySubsidiary arising by operation of law, or under the articles of incorporation, bylaws or other organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. The only Subsidiaries of the Company are set forth on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co-sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of September 30, 2010, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, partnership or limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beexistence, has corporate, limited liability company, corporate or partnership or trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation, limited liability company, corporation or partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, all of the issued and outstanding capital shares stock or partnership interests of each Subsidiary have been duly authorized and validly issued or created, are validly issued, fully paid and non-assessable and except as described in Schedule E are owned by the Company, directly or through subsidiariesthe Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , except for pledges of such capital stock and partnership interests that were granted under the Credit Agreement, dated May 31, 2007, among the Company, certain of the Subsidiaries of the Company, the lenders party thereto, and Bank of America N.A., as administrative agent (the “Credit Agreement”); none of the outstanding capital shares of any Subsidiary capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or other 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 Subsidiarythe Subsidiaries of the Company are listed on Schedule E attached hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company that is material to the business, financial condition or results of operations of the Company, taken as a whole, (as such term A) is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) set forth on Schedule C hereto, (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”"), if any, (B) has been duly organized and is validly existing as a corporationand, limited liability companywhere applicable, partnership or real estate investment trust, as the case may be, is in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or formationorganization, as applicable, and has the requisite corporate or similar power, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted and as described in the Registration Statement, the General Disclosure Package Prospectus; and the Prospectus and (C) is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, licensed to transact business and is is, where applicable, in good standing in each other jurisdiction in which such qualification or license is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock 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 Schedule C hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, are not material to the business, financial condition or results of operations of the Company, taken as a whole.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company shall be considered such only from and after the date of its acquisition by the Company unless otherwise indicated or the context requires otherwise. Each subsidiary of the Company set forth on Exhibit A hereto (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, company or limited partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation organization, has the corporate, limited liability company or formationlimited partnership power, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock, limited liability company interests or limited partnership interests, as the case may be, of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock, limited liability company interests or limited partnership interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder securityholder, member or partner, as the case may be, of such Subsidiary.

Good Standing of Subsidiaries. Each “The Dime Savings Bank of New York, FSB (the "Bank") has been duly organized and is validly existing as a federally chartered stock savings bank and is a member in good standing of the Federal Home Loan Bank of New York; the Bank's deposit accounts are insured up to applicable limits by the Savings Association Insurance Fund or the Bank Insurance Fund, each of the FDIC; and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or the Bank, threatened. The Bank and North American Mortgage Company are the only "significant subsidiary” subsidiaries" of the Company (as such term is defined in Rule 1-1- 02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, and each has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business in all material respects as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each Subsidiary have the Bank has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 capital shares of any Subsidiary capital stock of the Bank was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇▇▇▇ Oil and Gas Corporation, ▇▇▇) ▇▇▇▇ Programs, Inc. and Equity Oil Company (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary.. As of the date of this Agreement, the only subsidiaries of the Company are the Subsidiaries, ▇▇▇▇▇▇▇ Transpetco LP, LLC, ▇▇▇▇▇▇▇ Transpetco GP, LLC and ▇▇▇▇ Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, 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” direct or indirect subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, ; all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, issued and is fully paid and non-non assessable and are is owned by the Company, directly or through subsidiarieswholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity except for those arising under any credit facility or loan agreement ("Credit Facilities") to which the Company or any of its Subsidiaries is a party as disclosed in the Registration Statement, General Disclosure Package and the Prospectus; none of the outstanding shares of capital shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder security holder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equityequitable interests. None of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co-sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of the end of its most recently completed fiscal year, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership corporation or real estate investment trust, as the case may be, other entity in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, power and authority (corporate or otherwise) 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 (except where the absence of such power or authority would not result in a Material Adverse Effect or have a material adverse effect on the ability of the Company to perform its obligations under the Agreement, the Indenture or the Securities or consummate the transactions contemplated hereby and thereby) and is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares equity interests of each such Subsidiary have been duly authorized and are validly issued, is (in the case of a Subsidiary that is a corporation) fully paid and non-assessable and are 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 capital shares 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 those listed on Schedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is in defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, each a “Subsidiary” and, collectively, collectively the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership corporate or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock or other ownership interests of each Subsidiary have has been duly authorized and are validly issued, is (as applicable) fully paid and non-assessable and are is, or upon consummation of the Formation Transactions 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 of the outstanding shares of capital shares stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. The Company does not, and will not upon consummation of the Formation Transactions, own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the entities listed on Exhibit 21 to 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 promulgated under the ▇▇▇▇ ▇▇▇X) (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") has been duly organized and is validly existing as a corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may be, company in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership corporate or trust, as the case may be, other 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and none of the outstanding shares of capital shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of or such Subsidiary.. The only subsidiaries of the Company are (a) the subsidiaries listed on 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.

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 promulgated under the ▇▇▇▇ ▇▇▇) listed on Schedule V hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership corporate or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock (or other ownership interests) of each Subsidiary have has been duly authorized and are validly issued, are fully paid and non-assessable (except in the case of any foreign subsidiary or for directors’ qualifying shares) and 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 shares stock (or other ownership 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 the subsidiaries listed on Exhibit 21.1 to the Company’s Form 10-K for the fiscal year ended December 31, 2012.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable non‑assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co‑sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of September 30, 2010, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, 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, corporation or limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of capital stock of each Subsidiary such subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None Lien; and none of the issued and outstanding capital shares of capital stock of any Subsidiary such subsidiary that is a corporation and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Subsidiarysubsidiary or any other person. The only subsidiaries of the Company are the subsidiaries listed on Exhibit B hereto, which accurately sets forth whether each such subsidiary is a corporation or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a limited liability company, its managing members.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, 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 or the Prospectus and is duly qualified as a foreign corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of capital stock of each Subsidiary such subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien. None The only subsidiaries of the outstanding capital shares Company are the subsidiaries listed on Exhibit D hereto and Exhibit D hereto accurately sets forth whether each such subsidiary is a corporation or limited liability company and the jurisdiction of any Subsidiary was issued in violation organization of preemptive or other similar rights of any securityholder of each such Subsidiarysubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable non‑assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co‑sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of December 31, 2018, have any “significant subsidiaries” (as defined in Rule 1‑02(w) of Regulation S‑X).

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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 Prospectuses and is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except for RPS Industries Company Limited of which the Company owns 67% of the issued and outstanding equity securities and which is not a "significant subsidiary" as defined above or except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement. Except for Wireless L.L.C. of which the Company owns 33% of the issued and outstanding membership interests or except as described in the Registration Statement, the Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other entity.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co-sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of December 31, 2008, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Company’s Subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇below) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, partnership corporation or real estate investment trust, as the case may be, other entity in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership corporate power or trust, as the case may be, other 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, limited liability company, partnership corporation or real estate investment trust, as the case may be, other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. The activities of the Company’s subsidiaries in all material respects are permitted of subsidiaries of a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of stock in or interest in each Subsidiary have such subsidiary has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 (other than its negative pledge of subsidiary stock under its loan agreement with US Bank); none of the outstanding capital shares of capital stock of or interest in any Subsidiary 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 the subsidiaries listed on Schedule G hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”).

Good Standing of Subsidiaries. Each “significant subsidiary” of the The Company currently has 10 direct and indirect subsidiaries. They are listed on Schedule D attached hereto, which is incorporated herein (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”). Other than the Subsidiaries, if anythe Company does not own or control, has been 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 organized and is organized, validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporatethe requisite power, limited liability companycorporate or otherwise, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so 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 stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under X) and each other entity in which the ▇▇▇▇ ▇▇▇) Company holds a direct or indirect ownership interest that is material to the Company (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company, partnership company or real estate investment trust, as the case may be, similar entity in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualify or be in good standing qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares equity securities of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent post-effective amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21.1 to the Registration Statement or such post-effective amendment to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership company or trustpartnership, as the case may be, power and authority to own, lease and operate its assets and 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, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock or interests, as the case may be, of each Subsidiary have subsidiary has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 capital shares of any Subsidiary capital stock or interests, as the case may be, of the subsidiaries was issued in violation of any preemptive or other similar rights of any securityholder of such Subsidiary.subsidiary. The Company does not own a majority equity interest in or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, changes to the list of subsidiaries since the Company filed its Annual Report on Form 10-K on February 16, 2021 are listed in Schedule B.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and Material Subsidiary is validly existing as a corporation, limited liability company, partnership corporation or real estate investment trust, as the case may be, other entity in good standing under the laws of the jurisdiction of its incorporation or formation, as formation (if the case may be, concept of good standing exists in such jurisdiction) and has corporate, limited liability company, partnership corporate or trust, as the case may be, other entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, 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, Prospectus; except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock or other equity interest of each Material Subsidiary have has been duly authorized and are 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 are 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 subsidiaries, 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 capital shares of capital stock of any Material Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. For purposes of this Agreement, “Material Subsidiary” excludes any joint ventures of the Company and means the subsidiaries of the Company listed on Schedule D to this Agreement.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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 Prospectus, and is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 for any such security interest, mortgage, pledge, lien, encumbrance, claim or equity that would not reasonably be expected to have a Material Adverse Effect; none of the outstanding shares of capital shares stock 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 the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇below) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing standing, or the equivalent thereof, under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, all necessary 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing standing, or the equivalent thereof, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing standing, or the equivalent thereof, would not not, individually or in the aggregate, result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder shareholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”).

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company listed on Exhibit 21.1 to the Registration Statement (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") has been duly organized and is validly existing as a corporation, limited liability company, partnership corporation or real estate investment trustpartnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, requisite 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 Prospectuses and is duly qualified as a foreign corporation, limited liability company, partnership corporation or real estate investment trustpartnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights arising by operation of law, or under the charter, by-laws or other organizational documents of the Company or any securityholder Subsidiary or under any agreement to which the Company or any Subsidiary is a party. The only subsidiaries of such the Company are (a) the subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary., do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, The Guarantor has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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 to enter into and perform its obligations under this Agreement, the Indenture and the Securities, and is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each Subsidiary have the Guarantor has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 capital shares of any Subsidiary capital stock of the Guarantor was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary.the Guarantor. As of the date of this Agreement, the only subsidiaries of the Company are the Guarantor, ▇▇▇▇▇▇▇ Programs, Inc., ▇▇▇▇▇▇▇ Transpetco LP, LLC, ▇▇▇▇▇▇▇ Transpetco GP, LLC and Shaw Resources Limited, LLC. The subsidiaries of the Company, other than the Guarantor, 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 promulgated under the ▇▇▇▇ ▇▇▇1933 Act) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of each Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable and are or 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 of the outstanding capital shares of any Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co-sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of December 31, 2008, have any "significant subsidiaries" (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") has been duly organized and is validly existing as a corporation, corporation or limited liability company, partnership or real estate investment trust, company (as the case may be, applicable) in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, corporate or limited liability company, partnership or trust, company (as the case may be, applicable) 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, corporation or limited liability company, partnership or real estate investment trust, company (as the case may be, applicable) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock or members' interests (as applicable) of each such Subsidiary have has been duly authorized and are validly issued, and, in the case of Subsidiaries that are corporations, is fully paid and non-assessable assessable, and are 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 for any pledge thereof securing the Revolving Credit Agreement (as defined in the Registration Statement)); none of the outstanding shares of capital shares stock or members' interests (as applicable) of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder or member (as applicable) of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule D to this Agreement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co-sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. Each The following is a list of the Company’s wholly-owned or majority-owned subsidiaries which constitute a “significant subsidiary” of the Company (as such term is defined in under Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇1934 Act): the Agrium Partnership (as defined in the Preliminary Prospectuses and the Final Prospectuses) (eachthe “Partnership”) and Crop Production Services, Inc. (each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”). None of the other wholly-owned or majority-owned subsidiaries of the Company, if anyconsidered individually, constitute a “significant subsidiary” (as such term is defined under Rule 1-02 of Regulation S-X under the 1934 Act). Each Subsidiary has been duly organized and is validly existing as a corporation, limited liability company, corporation or partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as has the case may be, has corporate, limited liability company, corporate or partnership or trust, as the case may be, 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 Final Prospectuses and is duly qualified as a an extra-provincial or foreign corporation, limited liability company, corporation or partnership or real estate investment trust, 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 businessbusiness or otherwise, except where the failure so to so qualify qualify, register or be in good standing would not result in a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, ; all of the issued and outstanding share capital shares or partnership interests of each Subsidiary have such Subsidiary, as applicable, has been duly authorized and are validly issued, is fully paid and non-assessable and are all of the issued and outstanding share capital or partnership interests of each such Subsidiary is owned by the Company, Company directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding share capital shares or partnership interests of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under X) of the ▇▇▇▇ ▇▇▇) Company (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of capital stock of each such Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of any preemptive or other similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the Subsidiaries listed on Schedule C hereto and (b) other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated under X) of the ▇▇▇▇ ▇▇▇Company (“Significant Subsidiary”) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability companybusiness trust, partnership or real estate investment trust, as the case may be, limited liability company in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company, partnership corporation or real estate investment trust, as the case may be, other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not reasonably be expected result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Significant Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable non‑assessable and are 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 capital shares of capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiarysubsidiary. Veritex Community Bank, a Texas state chartered bank (the “Bank”) is the only Significant Subsidiary of the Company. Sovereign Bank, a Texas state chartered bank (“Sovereign Bank”) is the only Significant Subsidiary of Sovereign. A list of all subsidiaries of each of the Company and Sovereign is contained on Schedule D-1 hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") has been duly organized or formed, as the case may be, and is validly existing as a corporation, limited liability company, partnership company or real estate investment trustlimited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, all requisite organizational 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 Prospectuses and is duly qualified as a foreign corporation, limited liability company, partnership company or real estate investment trust, as the case may belimited 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 be so qualify qualified or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in Exhibit 21 to the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock, membership interests or partnership interests, as the case may be, of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 other than the pledge of the shares of the Subsidiaries in connection with the Company's existing credit facility as disclosed in the Prospectuses; none of the outstanding capital shares of any Subsidiary was issued in violation of preemptive capital stock, membership interests or other similar rights of any securityholder of such Subsidiary.limited partnership interests

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership corporation or real estate investment trust, as the case may be, other entity in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, corporate power and authority to own, lease and operate its properties and to conduct its business business, in all material respects, as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock or other equity interest of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock 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, which are listed on 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.

Good Standing of Subsidiaries. Each “significant subsidiary” of The Company currently has __ direct and indirect subsidiaries. They are listed on Schedule D attached hereto, which is incorporated herein (the "Subsidiaries"). Other than the Subsidiaries, the Company (as such term 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 defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (eacha corporation or banking corporation duly organized, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporatethe requisite power, limited liability companycorporate or otherwise, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so 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 Commissioner of Banks and Real Estate (the "ICBRE"); except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (which is a significant subsidiary as such term is defined in Rule 1-02 405 of Regulation S-X promulgated under C of the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, Securities Act has been duly organized and is validly existing as a corporation, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation organization, has power and authority as a corporation, limited liability company or formationpartnership, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or and be in good standing would not result in have a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, ; all of the issued and outstanding capital shares stock of each Subsidiary have such corporate subsidiary has been duly authorized and are validly issued, is fully paid and non-assessable and are and, except for directors’ qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction on voting or transfer or equity; and all of the issued and outstanding partnership or limited liability company interests of each such subsidiary which is a partnership or limited liability company, as applicable, have been duly authorized (if applicable) and validly issued and are fully paid and non-assessable and (except for other partnership or limited liability company interests described in the General Disclosure Package and the Prospectus) are owned by the Company, directly or through corporate subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital shares of any Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership company or trustpartnership, as the case may be, power and authority to own, lease and operate its assets and 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, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock or interests, as the case may be, of each Subsidiary have subsidiary has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 capital shares of any Subsidiary capital stock or interests, as the case may be, of the subsidiaries was issued in violation of any preemptive or other similar rights of any securityholder of such Subsidiarysubsidiary. 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 December 31, 2010.

Good Standing of Subsidiaries. (A) Each “significant subsidiary” Subsidiary of the Company set forth on Schedule E hereto (as such term is defined in Rule 1-02 which lists all subsidiaries of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇Company) (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. (B) Except as disclosed in the Prospectus, there are no encumbrances or restrictions on the ability of any Subsidiary (i) to pay any dividends or make any distributions on such Subsidiary's capital stock, (ii) to make any loans or advances to, or investments in the Company or any other Subsidiary, or (iii) to transfer any of its property or assets to the Company or any other Subsidiary.

Good Standing of Subsidiaries. Each TriState Capital Bank (the “Bank”) is a bank chartered under the laws of the Commonwealth of Pennsylvania to transact business as a state-chartered bank and the charter of the Bank is in full force and effect. The Bank and Chartwell Investment Partners, LLC are the only “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under X). Each subsidiary of the ▇▇▇▇ ▇▇▇) Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership corporation or real estate investment trust, as the case may be, other organization in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such SubsidiarySubsidiary arising by operation of law, or under the articles of incorporation, bylaws or other organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. The only Subsidiaries of the Company are the Subsidiaries listed on ‎Schedule 3 hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) of the Company (each, a “Significant Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability company, partnership company or real estate investment trust, as the case may be, other entity in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited partnership, limited liability company, partnership company or real estate investment trust, as the case may be, other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in reasonably be expected to have a Material Adverse Effect. Except material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as otherwise stated in the Registration Statement, the General Disclosure Package one enterprise; and the Prospectus, all of the issued and outstanding capital shares of capital stock, partnership interests, limited liability company interests or other equity interests of each Significant Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , except for security interests granted in respect of indebtedness of the outstanding capital shares Company or any of any Subsidiary was issued its subsidiaries and referred to in violation of preemptive or other similar rights of any securityholder of such Subsidiarythe General Disclosure Package and the Prospectus.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Company’s “subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, partnership or limited liability company, partnership or real estate investment trust, as the case may be, company in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, such entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, partnership or limited liability company, partnership or real estate investment trust, as the case may be, company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Statement all of the issued and outstanding capital shares stock or other equity interests of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock or other equity interest of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. Except for the equity interests in the Subsidiaries and except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in 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 promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, Company's subsidiaries has been duly organized and is validly existing as a corporation, limited liability company, partnership trust or real estate investment trustother corporate entity, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as (to the case may beextent good standing status is authorized by such jurisdiction), has corporate, limited liability company, partnership or trust, as the case may be, corporate power and authority or power and authority under its constituent documents and the laws of its jurisdiction of organization 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 Offering Memorandum and is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the ProspectusOffering Memorandum, all of the issued and outstanding capital shares stock of each Subsidiary have subsidiary has been duly authorized and are validly issued, is fully paid and non-assessable and are and, to the extent set forth under "Percentage of Equity Owned by the Company" in Schedule C hereto, 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 as provided in or pursuant to the Senior Credit Facility and the Trust Indenture governing the Company's 8% Subordinated Debentures due 2007; none of the outstanding capital shares of any Subsidiary capital stock of the subsidiaries was issued in violation of any preemptive or other similar rights of any securityholder security holder of such Subsidiarysubsidiary. Except as set forth in Schedule C hereto, the Company owns, directly or indirectly, no material interest in the equity of any person.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly incorporated or organized and is validly existing as a corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may be, company in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, 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, corporation or limited liability company, partnership or real estate investment trust, as the case may be, company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualify qualified or to be in good standing would not reasonably be expect to result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable (except for directors’ qualifying shares, where applicable) and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such SubsidiarySubsidiary arising by operation of law, under the organizational documents of such Subsidiary or under any agreement to which such Subsidiary is a party or by which it is bound. 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, 2004 or on Exhibit G hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership company or trustpartnership, as the case may be, power and authority to own, lease and operate its assets and 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, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock or interests, as the case may be, of each Subsidiary have subsidiary has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 capital shares of any Subsidiary capital stock or interests, as the case may be, of the subsidiaries was issued in violation of any preemptive or other similar rights of any securityholder of such Subsidiarysubsidiary. 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 December 31, 2009.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company are the subsidiaries listed on Schedule D hereto (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”). Fidelity Bank & Trust, if anya Federal savings bank and a wholly-owned subsidiary of the Company (the “Bank”), has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, in good standing federal savings bank under the laws of the jurisdiction United States of its incorporation America. Each Subsidiary has the corporate or formation, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, banking 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure or failures so to so qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of such Subsidiary. Except as set forth in the Prospectus or as required in connection with the exercise of its rights as a creditor, or pursuant to a bona fide collateral pledge arrangement, neither the Company nor any Subsidiary owns any shares of stock or any other equity securities of any corporation or has any equity interest in any firm, partnership, trust, association, joint venture or other business entity.

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 promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, Schedule D to this Agreement. Each Subsidiary has been duly organized formed and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, business entity in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, formation has corporate, limited liability company, partnership or trust, as the case may be, all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementStatements, the General Disclosure Package and the Preliminary Prospectus, Prospectus or Time of Sale Prospectus, and is duly qualified as a foreign corporation, limited liability company, partnership business entity (corporate or real estate investment trust, as the case may be, 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 qualify or to be in good standing would not result in a Material Adverse EffectChange. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding capital shares equity interests of each Subsidiary have has been duly authorized and are validly issued, and are fully paid and non-assessable and assessable; except as otherwise disclosed in the Registration Statements, Preliminary Prospectus, Prospectus or Time of Sale Prospectus, all such equity interests are wholly owned by the Company, directly or through subsidiariesits Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding capital shares equity interests of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder security holder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the X) and Green M▇▇▇▇▇▇ ▇▇▇) & Bunch, Ltd., CoBiz Insurance, Inc. and Alexander Capital Management Group, LLC (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership corporation or real estate investment trust, as the case may be, other entity in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has corporate, limited liability company, partnership corporate or trust, as the case may be, other 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 Pre-Pricing Prospectus and is duly qualified as a foreign corporation, limited liability company, partnership corporation or real estate investment trust, as the case may be, other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock or other ownership interests of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are and, with respect to those owned by the Company, directly or through subsidiaries, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital shares stock or other ownership 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 the subsidiaries listed on Schedule F hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, partnership or limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beexistence, has corporate, limited liability company, corporate or partnership or trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation, limited liability company, corporation or partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, all of the issued and outstanding capital shares stock or partnership interests of each Subsidiary have been duly authorized and validly issued or created, are validly issued, fully paid and non-assessable and except as described in Schedule D attached hereto are owned by the Company, directly or through subsidiariesthe Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding capital shares of any Subsidiary capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive or other 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 Subsidiarythe Subsidiaries of the Company are listed on Schedule D attached hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly incorporated or organized and is validly existing as a corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may be, company in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, 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, corporation or limited liability company, partnership or real estate investment trust, as the case may be, company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualify qualified or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable (except for directors’ qualifying shares, where applicable) and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such SubsidiarySubsidiary arising by operation of law, under the organizational documents of such Subsidiary or under any agreement to which such Subsidiary is a party or by which it is bound. 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, 2006 or on Exhibit F hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company entities listed on Schedule B hereto (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock 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 the Subsidiaries listed on Schedule B hereto.

Good Standing of Subsidiaries. (A) Each “significant subsidiary” Subsidiary of the Company set forth on Schedule C hereto (as such term is defined in Rule 1-02 which lists all subsidiaries of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇Company) (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are and, except as otherwise disclosed in the Registration Statement, 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. (B) Except as disclosed in the Prospectus, there are no encumbrances or restrictions on the ability of any Subsidiary (i) to pay any dividends or make any distributions on such Subsidiary's capital stock, (ii) to make any loans or advances to, or investments in the Company or any other Subsidiary, or (iii) to transfer any of its property or assets to the Company or any other Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such that term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, each a “Subsidiary” and, collectively, the “Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership company or real estate investment trustlimited partnership, as the case may beapplicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has corporate, limited liability company, partnership company or trustlimited partnership, as the case may beapplicable, 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, limited liability company, partnership company or real estate investment trustlimited partnership, as the case may beapplicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership owning or leasing of property or the conduct of conducting business, ; except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the ProspectusStatement or Prospectus as supplemented or amended, all of the issued and outstanding capital shares stock or membership or partnership interests, as applicable, of each Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock or membership or partnership units, as applicable, of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder stockholder, member or partner, as applicable, of such Subsidiary. The only Subsidiaries of the Company are the Subsidiaries listed on Exhibit 21 to the Registration Statement as it may be amended from time to time.

Good Standing of Subsidiaries. The Company’s only consolidated subsidiaries are as set out in Schedule A hereto. The information with respect to the subsidiaries set forth in Schedule A hereto is true and accurate in all material respects. Each “significant subsidiary” of the Company (as such term subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (eacha corporation or legal entity that is duly incorporated or organized, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing and has filed its annual return or other information filings under applicable legislation for the most recent year in which it was required to make such filing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, requisite power and authority capacity to own, lease and operate its properties and to conduct its business as described in the Registration StatementCanadian Preliminary Prospectus, the General U.S. Preliminary Prospectus, the Canadian Prospectus, the U.S. Prospectus and the Pricing Disclosure Package and the Prospectus and is duly qualified as a an extra-provincial or foreign corporation, limited liability company, partnership corporation or real estate investment trust, as the case may be, legal entity to transact business and is in good standing (in respect of the filing of annual returns where required or other information filings under applicable legislation) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, ; all of the issued and outstanding capital shares of capital stock, membership interests or other voting equity interests of each Subsidiary subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and and, except as set forth in Schedule A, are owned by the Company, Company directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of ; the outstanding capital shares of capital stock membership interests or other voting equity interests of any Subsidiary was subsidiary were issued in compliance with all applicable securities laws and were not issued in violation of any preemptive or other similar rights, resale rights, rights of any securityholder of such Subsidiaryfirst refusal or similar rights.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under X) and all entities in which the ▇▇▇▇ ▇▇▇) Company has a direct or indirect majority equity interest or voting power (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") has been duly organized (to the extent applicable) and is validly existing as a corporation, general partnership, limited partnership, limited liability company, partnership closed joint stock company, or real estate investment trust, as the case may be, similar entity in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, organizational 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 Offering Memorandum and is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the ProspectusOffering Memorandum, all of the issued and outstanding capital shares stock or other ownership interests of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable (to the extent applicable) and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , except that the Company's capital stock in Commstock International B.V. and in GTS Hungary has been pledged to Ericsson Finans A.B. and Creditanstalt Bank as collateral for certain borrowings; none of the outstanding shares of capital shares stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company or of Finance Corp. (as such term is defined in Rule 1-02 of Regulation S-X promulgated under each a "Subsidiary" and collectively the ▇▇▇▇ ▇▇▇"Subsidiaries") (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized or formed and is validly existing as a corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may be, company in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beexistence, has corporate, limited liability company, partnership or trust, as the case may be, 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 Offering Memorandum and is duly qualified as a foreign corporation, corporation or limited liability company, partnership or real estate investment trust, as the case may be, company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the ProspectusOffering Memorandum, all of the issued and outstanding capital shares stock or membership interests (or other equity interests) of each Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are is -6- 13 owned by the CompanyCompany or Finance Corp., directly or through subsidiariesthe Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding capital shares of any Subsidiary capital stock or membership interests (or other equity interests) of the Subsidiaries was issued in violation of any preemptive or other 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 any of such Subsidiarythe Issuers or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule B attached hereto.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, each a “"Subsidiary” " and, collectively, the “"Subsidiaries”), if any, ") has been duly organized and is validly existing as a corporation, partnership or limited liability company, partnership or real estate investment trust, as the case may be, company in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has corporate, partnership or limited liability company, partnership or trust, as the case may be, company 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, partnership or limited liability company, partnership or real estate investment trust, as the case may be, company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares equity interests of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 capital shares 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 the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term other than the Operating Company) which is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) a significant subsidiary (each, a “Significant Subsidiary” and, collectively, ”) as defined in Rule 405 of Regulation C of the “Subsidiaries”), if any, 1933 Act Regulations has been duly organized and is validly existing as a corporation, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation organization, has power and authority as a corporation, limited liability company or formationpartnership, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus and is duly qualified as a foreign corporation, limited liability company, partnership company or real estate investment trustpartnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or and be in good standing would not result in have a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, ; all of the issued and outstanding capital shares stock of each Subsidiary such corporate subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, except for directors’ qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction on voting or transfer or equity; and all of the issued and outstanding partnership or limited liability company interests of each such subsidiary which is a partnership or limited liability company, as applicable, have been duly authorized (if applicable) and validly issued and are validly issued, fully paid and non-assessable and (except for other partnership or limited liability company interests described in the Time of Sale Information and the Prospectus) 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 capital shares of any Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” The subsidiaries listed on Schedule 1 are the only subsidiaries of the Company (as such term is defined in within the meaning of Rule 1-02 of Regulation S-X promulgated 405 under the ▇▇▇▇ ▇▇▇) (each1933 Act, a “Subsidiary” and, collectivelyand except for the subsidiaries, the “Subsidiaries”)Company owns no ownership or other beneficial interest, if anydirectly or indirectly, in any corporation, partnership, limited liability company, joint venture or other business entity. Each subsidiary of the Company listed on Schedule 1 has been duly organized and is validly existing as a corporation, limited partnership, limited liability company, partnership company or real estate investment trustother legal entity, as the case may be, in good standing under the laws of the state of its jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as with the case may be, requisite power and authority to own, lease and operate its properties properties, and to conduct its the business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus and Prospectus. Each such entity is duly qualified or registered as a foreign corporation, limited liability company, partnership or real estate investment trustlimited liability company or other entity, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing register would not result in have a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding capital shares stock or other equity interests of each Subsidiary such entity have been duly authorized and validly issued and are validly issued, fully paid and non-assessable assessable, or with respect to partnership entities, to the extent due and payable, have been fully paid, and are owned directly or indirectly by the Company, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital No shares of capital stock or other equity interests of such entities are reserved for any Subsidiary was issued in violation purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock or other equity interests of such entities and no outstanding options, rights (preemptive or other similar rights of any securityholder otherwise) or warrants to purchase or to subscribed for shares of such Subsidiarycapital stock or other equity interests or any other securities of such entities, except as disclosed in the Prospectus.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable non‑assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co‑sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

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 promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, Schedule D to this Agreement. Each Subsidiary has been duly organized and is validly existing as a corporation, limited liability company, partnership business entity (corporate or real estate investment trust, as the case may be, otherwise) in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Preliminary Prospectus, Prospectus or Time of Sale Prospectus, and is duly qualified as a foreign corporation, limited liability company, partnership business entity (corporate or real estate investment trust, as the case may be, 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 qualify or to be in good standing would not result in a Material Adverse EffectChange. Except All of the issued and outstanding equity interests of each Subsidiary has been duly authorized and validly issued, and are fully paid and non-assessable; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Preliminary Prospectus, Prospectus or Time of Sale Prospectus, all of the issued and outstanding capital shares of each Subsidiary have been duly authorized and such equity interests are validly issued, fully paid and non-assessable and are wholly owned by the Company, directly or through subsidiariesits Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding capital shares equity interests of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder security holder of such Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” All subsidiaries of the Company (as such term is defined in Rule 1-02 are corporations. Each subsidiary of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, Company has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, ; all of the issued and outstanding capital shares of capital stock of each Subsidiary such subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear (except for shares of such capital stock pledged to secure borrowings and other amounts owing under the New Credit Agreement as described in the Prospectus) of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and none of the outstanding capital shares of capital stock of any Subsidiary such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule C hereto and Schedule C accurately sets forth the jurisdiction of organization of each such subsidiary and all of the jurisdictions in which each such subsidiary is required to qualify as a foreign corporation (whether by reason of the ownership or leasing of property or the conduct of business).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable non‑assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co‑sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of December 31, 2012, have any “significant subsidiaries” (as defined in Rule 1‑02(w) of Regulation S‑X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇X) (each, a “Subsidiary” and, collectively, the “Significant Subsidiaries”), if any, ) has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualify qualified or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock of each such Significant Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 capital shares of capital stock of any Significant Subsidiary was issued in violation of any preemptive or other similar rights of any securityholder of such Significant Subsidiary. 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 Southeast.

Good Standing of Subsidiaries. Each “significant subsidiary” of the The Company currently has six direct and indirect subsidiaries. They are listed on Schedule C attached hereto, which is incorporated herein (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”). Other than the Subsidiaries, if anythe Company does not own or control, has been directly or indirectly, more than 5% of any class of equity security of any corporation, association or other entity. Each Subsidiary is duly organized and is organized, validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporatethe requisite power, limited liability companycorporate or other, partnership or trust, as the case may be, 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, ; all of the issued and outstanding capital shares stock of each Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. There are no outstanding subscriptions, options, warrants, convertible or exchangeable securities or other rights granted to or by the Company or any Subsidiary to purchase shares of common stock or other securities of any Subsidiary and there are no commitments, plans or arrangements to issue any such securities or any security convertible into or exchangeable for such securities.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term Subsidiary is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation or formationorganization, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation, limited liability company, partnership or real estate investment trust, as the case may be, trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of equity interests in each Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims or equity. None equitable interests; none of the outstanding capital shares of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co-sale right, registration right, right of preemptive first refusal or other similar rights of equity holders or any securityholder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of December 31, 2009, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇below) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, partnership or real estate investment trust, as the case may be, corporation in good standing standing, or the equivalent thereof, under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, all necessary 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, limited liability company, partnership or real estate investment trust, as the case may be, corporation to transact business and is in good standing standing, or the equivalent thereof, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing standing, or the equivalent thereof, would not not, individually or in the aggregate, result in a Material Adverse Effect. Except as otherwise stated disclosed in the each Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding capital shares stock of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are 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 shares stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder shareholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule D hereto (each a “Subsidiary” and, collectively, 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 promulgated under X) of the ▇▇▇▇ ▇▇▇) Company and each subsidiary listed on Schedule C hereto (each, each a “"Subsidiary” and, " and collectively, the “"Subsidiaries”), if any, ") has been duly organized and is validly existing as a corporation, partnership, limited partnership, limited liability company, partnership company or real estate investment trust, as the case may beother entity, in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or formation, as the case may be, has corporate, partnership, limited partnership, limited liability company, partnership or trustother entity, as the case may beapplicable, 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, partnership, limited partnership, limited liability company, partnership company or real estate investment trust, as the case may be, other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in (or incorporated by reference in) the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock or other equity interests of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are (except as otherwise disclosed in Schedule C hereto) 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 shares 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.similar

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 promulgated under the ▇▇▇▇ ▇▇▇each a "Subsidiary") (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited liability company, partnership company or real estate investment trustlimited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beincorporation, has corporate, limited liability company, partnership or trust, as the case may be, 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, limited liability company, partnership company or real estate investment trustlimited 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 so qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares stock, membership interests or partnership interests, as the case may be, of each such Subsidiary have has been duly authorized and are validly issued, is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; except as described in the Prospectus, none of the outstanding shares of capital shares stock, membership interests or partnership interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such SubsidiarySubsidiary or under any agreement to which the Company or any Subsidiary is a party. The only subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

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 promulgated under the ▇▇▇▇ ▇▇▇) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, Schedule C to this Agreement. Each Subsidiary has been duly organized and is validly existing as a corporation, limited liability company, partnership business entity (corporate or real estate investment trust, as the case may be, otherwise) in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may beorganization, has corporate, limited liability company, partnership or trust, as the case may be, all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Qualification Statement, the General Disclosure Package Preliminary Offering Circular, and the Prospectus Offering Circular, and is duly qualified as a foreign corporation, limited liability company, partnership business entity (corporate or real estate investment trust, as the case may be, 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 qualify or to be in good standing would not result in a Material Adverse EffectChange. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding capital shares equity interests of each Subsidiary have has been duly authorized and are validly issued, and are fully paid and non-assessable assessable; except as otherwise disclosed in the Qualification Statement, Preliminary Offering Circular, and Offering Circular, all such equity interests are or will be immediately after the time of the First Closing Date wholly owned by the Company, directly or through subsidiariesits Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , except for the mortgage on its building in Winter Park, and none of the outstanding capital shares equity interests of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder security holder of such Subsidiary.