Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed and is validly existing as an entity in good standing under the laws of the jurisdiction of its formation, has full 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 entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign 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 to qualify or to be in good standing would not result in a Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full the 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the operation, ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D 1 hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement or as would not result in a Material Adverse Effect, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such SubsidiarySubsidiary except where such failure would not result in a Material Adverse Effect. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D 1 hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign 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 to qualify or to be in good standing would not result in a Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable and is owned by the Company, directly or through subsidiariesthe Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed of the Company named in Exhibit 21.01 to the Company's Annual Report on Schedule D hereto Form 10-K for the year ended December 31, 1996 (each a “"Significant Subsidiary” and, collectively, the “Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.Exhibit 21.01 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996 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 subsidiary listed on Schedule D hereto of ▇▇▇▇▇▇▇ Oil and Gas Corporation (“▇▇▇▇▇▇▇ Oil and Gas”), ▇▇▇▇▇▇▇ Programs, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date of this Agreement, the only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.Exhibit 21 to the Registration Statement. 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 subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus and is duly qualified as a foreign 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 to qualify or to be in good standing would not result in a Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-assessable and assessable; each such Subsidiary is wholly owned by the Company, directly or through subsidiaries; all of the outstanding capital stock of such Subsidiaries which is owned by the Company, directly or through subsidiaries, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign 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 to qualify or to be in good standing would not result in a Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company listed on Schedule D C hereto (each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiariesCompany does not have any active subsidiaries or subsidiaries that own, direct and indirect, of lease or operate any material properties or that conduct any material business other than the Company are the subsidiaries listed on Schedule D heretoSignificant Subsidiaries.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, of the “Subsidiaries”) Company has been duly formed organized and is validly existing as an entity in good standing (to the extent applicable) under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and is duly qualified as a foreign entity corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock shares or other ownership interest equity interests of each such Subsidiary subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim or equity; none of any third party. None of the outstanding shares of capital stock of any Subsidiary was subsidiary of the Company were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiariesCompany does not own or control, direct and indirectdirectly or indirectly, more than 50% of the Company are voting capital stock of any corporation, association or other entity other than the subsidiaries listed on in Schedule D C hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign 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 to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed and is validly existing as an entity in good standing under the laws of the jurisdiction of its formation, has full 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 entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company (other than those that are inactive, unregulated or carry on only nominal business) are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “subsidiary” of the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) ), which includes, without limitation, the Operating Partnership, PennyMac GP OP, Inc., PennyMac Corp. and PennyMac Mortgage Investment Trust Holdings I, LLC, has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formation, has full 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 entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity interests or capital stock or other ownership interest stock, respectively, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable (to the extent applicable) and is owned by the Company, directly or through subsidiariesa Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests or shares of capital stock stock, respectively, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”as such term is defined in Rule 1-02 of Regulation S-X) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all of the issued and outstanding capital stock or other ownership interest interests of each such Subsidiary subsidiary (to the extent held by NRG Energy, Inc. (“NRG”)) has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretoclaim.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign 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 to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on in Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary of the Company is listed on Schedule D hereto E to this Agreement (each a “Subsidiary” and, collectively, the “Subsidiaries”) ). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the its jurisdiction of its formationincorporation, has full the 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 Final Prospectuses and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Final Prospectuses, all of the issued and outstanding share capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder shareholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary of the subsidiaries of the Company listed on Schedule D IV hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed incorporated or organized and is validly existing as an entity a company or corporation in good standing under the laws of the jurisdiction of its formation, incorporation or organization and has full the 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 Pricing Prospectus and the Prospectus and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Pricing Prospectus or the Prospectus, all of the issued and outstanding share capital or capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity interest; none of the outstanding shares of share capital or capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretosubsidiary.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company is identified in Exhibit B to this Agreement (each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”) ). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 Time of Sale Prospectus and the Prospectus Prospectus, and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest of each such Subsidiary of the Subsidiaries has been duly authorized and validly issued, is fully paid and non-assessable and is assessable; except as otherwise disclosed in the Registration Statement, all such shares are wholly owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.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 subsidiary listed on Schedule D hereto of Chautauqua Airlines, Inc., Republic Airline Inc. and Shuttle America Corporation (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation and in good standing (if recognized by such jurisdiction) under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementProspectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of Investview, as such term is defined in Rule 1-02 of Regulation S-X (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly formed incorporated or organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus SEC Reports and is duly qualified as a foreign 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 to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the CompanyInvestview, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each direct or indirect subsidiary listed on Schedule D hereto of the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its incorporation or formation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-non assessable and is owned by the Company, directly or through subsidiarieswholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity 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 stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each direct and indirect subsidiary listed on Schedule D hereto of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an a national bank, corporation or other entity in good standing under the laws of the jurisdiction of its formationorganization, has full 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 entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesa Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such any Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries Subsidiaries listed on Schedule D hereto.B 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 subsidiary of the Company ----------------------------- which is required to be listed on Schedule D hereto Exhibit 21 to the Registration Statement (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company which are the subsidiaries required to be listed on Schedule D heretoExhibit 21 to the Registration Statement have been so listed.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing has not resulted, or would not result reasonably be expected to result, in a Material Adverse Effect; except as otherwise disclosed in or contemplated by the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim pledge or equitylien that reasonably would be expected to result in a Material Adverse Effect; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such SubsidiarySubsidiary that reasonably would be expected to result in a Material Adverse Effect. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed incorporated or otherwise organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its incorporation or other formation, has full due 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 each Significant Subsidiary (as defined herein) is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and assessable, and, except as set forth on Schedule D attached hereto, is directly or through Subsidiaries wholly owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Attached hereto as Schedule D hereto.D

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 Offering Memorandum and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effectmaterial adverse effect on the consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole; except as otherwise disclosed in the Registration StatementOffering Memorandum, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Significant Subsidiary” and, collectively, the “Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiaries, direct and indirect, Significant Subsidiaries of the Company are the subsidiaries listed on Schedule D heretoSierra Pacific Power Company and Nevada Power Company.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.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 subsidiary of the ----------------------------- Company which is required to be listed on Schedule D hereto Exhibit 21 to the Registration Statement (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company which are the subsidiaries required to be listed on Schedule D heretoExhibit 21 to the Registration Statement have been so listed.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, of the “Subsidiaries”) Subsidiaries has been duly formed organized and is validly existing as an entity a corporation in good standing standing, or the equivalent thereof, under the laws of the jurisdiction of its formationincorporation, has full 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 entity 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 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 . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder shareholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoG hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”).

Good Standing of Subsidiaries. Each subsidiary listed of the Company set forth on Schedule D E hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D E hereto.. 5

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of DiCE Molecules SV, Inc. and DiCE Alpha, Inc. (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign 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 to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each material subsidiary listed (as set forth on Schedule D hereto (Annex I, each a “Subsidiary” "Material Subsidiary and, collectively, the “"Material Subsidiaries”") of the Company has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Material Subsidiary has been duly authorized and is validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesMaterial Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Material Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Material Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in or contemplated by the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim pledge or equitylien that reasonably would be expected to result in a Material Adverse Effect; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such SubsidiarySubsidiary that reasonably would be expected to result in a Material Adverse Effect. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D SCHEDULE C hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (of CLR Roasters, LLC and Khrysos Industries, Inc., each a “Subsidiary” andsubsidiary that is material to the business and operations of the Company, collectively, the “Subsidiaries”) has been duly formed and organized, is validly existing as an entity and in good standing under the laws of the jurisdiction of its incorporation or formation, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and is duly qualified as a foreign 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 its business, except where the failure so to qualify or to be so qualified or in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest interests of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiariesOther than CLR Roasters, LLC and Khrysos Industries, Inc., the Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X). For the purposes of this Agreement, “subsidiary” means each direct and indirect, indirect subsidiary of the Company are the subsidiaries listed on Schedule D heretoCompany.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign 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 to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equity; none claim. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S‑X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and, " and collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of W▇▇▇▇▇▇ Oil and Gas Corporation (“W▇▇▇▇▇▇ Oil and Gas”), W▇▇▇▇▇▇ Programs, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date of this Agreement, the only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.Exhibit 21 to the Registration Statement. 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 subsidiary The only subsidiaries of the Company are the subsidiaries listed on Schedule D hereto (Exhibit 21.1 to the 10-K. Each of the Operating Partnership and each a “Subsidiary” and, collectively, the “Subsidiaries”) other subsidiary has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction state of its formationformation or organization, has full power and corporate or similar 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 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 to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest equity interests of each such Subsidiary has subsidiary, have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock equity interests of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretosubsidiary.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” and, ," and collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are (A) the subsidiaries listed on Schedule D hereto.C hereto and (B) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a

Good Standing of Subsidiaries. Each material subsidiary listed (as set forth on Schedule D hereto (Annex I, each a “"Material Subsidiary” " and, collectively, the “"Material Subsidiaries”") of the Company has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Material Subsidiary has been duly authorized and is validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesMaterial Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Material Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Material Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (of CLR Roasters, LLC and Khrysos Industries, Inc., each a “Subsidiary” and, collectively, subsidiary that is material to the “Subsidiaries”) business and operations of the Company has been duly formed and organized, is validly existing as an entity and in good standing under the laws of the jurisdiction of its incorporation or formation, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and is duly qualified as a foreign 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 its business, except where the failure so to qualify or to be so qualified or in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest interests of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiariesCompany does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X). For the purposes of this Agreement, “subsidiary” means each direct and indirect, indirect subsidiary of the Company are the subsidiaries listed on Schedule D heretoCompany.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of ▇▇▇▇▇ Respiratory Products, Inc. and ▇▇▇▇▇ Respiratory Operations, Inc. (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the ----------------------------- Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (except for restrictions on transfer imposed by federal or state securities laws); none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" ----------------------------- of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary of the Company listed on Schedule D hereto (each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiariesCompany does not have any active subsidiaries or subsidiaries that own, direct and indirect, of lease or operate any material properties or that conduct any material business other than the Company are the subsidiaries listed on Schedule D heretoSignificant Subsidiaries.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto The Company has one "significant subsidiary" of the Company (each a “as such term is defined in Rule 1-02 of Regulation S-X) (the "Subsidiary” and, collectively, the “Subsidiaries”) "). The Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such the Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any the Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarythe Subsidiary arising by operation of law, under the certificate of incorporation or by-laws of the Company under any agreement or obligation to which the Company or its Subsidiary is a party or by which either is bound. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Significant Subsidiary” and, collectively, the “Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and and, in the case of the common stock of each such subsidiary, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiaries, direct and indirect, Significant Subsidiaries of the Company are the subsidiaries listed on Schedule D heretoSierra Pacific Power Company and Nevada Power Company.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each significant subsidiary listed on Schedule D hereto (as such is defined in Regulation S-X of the 1933 Act) of the Company (each a “"Subsidiary” " and, collectivelycollective▇▇, the “▇▇▇ "Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date hereof, the only subsidiaries, direct and indirect, subsidiaries of the Company that are the subsidiaries required to be listed on Schedule D heretoExhibit 21 to the Registration Statement are so listed (as if such schedule was prepared on the date hereof).

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through subsidiariessubsidiaries (except for the issued and outstanding Preferred Stock Series B and Series C of Laclede Gas Company, a Missouri corporation and wholly-owned subsidiary of the Company (“Laclede Gas”)), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The ; the only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D II hereto; and the only Subsidiary as of the date of this Agreement is Laclede Gas.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (The Subsidiaries are the only subsidiaries which are currently material to the business and operations of the Company, and each a “Subsidiary” and, collectively, the “Subsidiaries”) such Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its incorporation or formation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-assessable and 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 equityloan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, General Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X) of the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementProspectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and except for Memphis Publishing Company and Evansville Courier Company, Inc., is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement, none of which are significant subsidiaries as defined above.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of Subsidiaries. There are no “significant subsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X). Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign 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 to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement. 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 subsidiary listed As set forth on Schedule D hereto 1 hereto, the Company has no subsidiaries (each a “Subsidiary” and, collectively, the “Subsidiaries”) ). Each Subsidiary, if ever any, has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus and each Subsidiary is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiariesSubsidiaries, direct and indirect, of the Company are the subsidiaries Subsidiaries listed on Schedule D 1 hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D A hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of Chautauqua Airlines, Inc. and Republic Airline, Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation and in good standing (if recognized by such jurisdiction) under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementProspectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing a corporation under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement except for such subsidiaries which, if considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X).

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of ECI Capital Corporation, ECI Services, Inc., JPH Properties, Inc. and ECI Cemetery Services, Inc. (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 Offering Memorandum and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementOffering Memorandum, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except as has been made in connection with that certain Credit Facility, dated as of October 27, 1997, among the Company, American Axle & Manufacturing of Michigan, Inc., the lenders named therein, The Chase Manhattan Bank, as administrative agent and collateral agent and Chase Manhattan Bank of Delaware, as fronting agent, as amended (the "Credit Agreement"); none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D B hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus and is duly qualified as a foreign 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 to qualify or to be in good standing would not result in a Company Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-non assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed incorporated and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was the Subsidiaries were issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary The entities listed on Schedule D SCHEDULE B hereto are the only subsidiaries, direct or indirect, of the Company (each a “Subsidiary” and, "SUBSIDIARY," and collectively, the “"Subsidiaries”) "). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 Offering Memorandum and is duly qualified as a foreign entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementOffering Memorandum, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (except for any security interest securing the Credit Agreement); none of the outstanding shares of capital stock of any Subsidiary the Subsidiaries was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D G hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed and is validly existing as an entity in good standing under the laws of the jurisdiction of its formation, has full 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 entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D G hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing a limited liability company under the laws of the jurisdiction of its formationincorporation, has full 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 entity to transact business and is in good standing in each foreign jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable issued and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim pledge or equitylien that reasonably would be expected to result in a Material Adverse Effect; none of the outstanding shares of capital stock equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder other holder of equity interests of such SubsidiarySubsidiary that reasonably would be expected to result in a Material Adverse Effect. The only subsidiaries, direct and indirect, Subsidiary of the Company are is the subsidiaries Subsidiary listed on Schedule D heretoExhibit 21.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Good Standing of Subsidiaries. Each Other than Hangzhou UTStarcom, Ltd., UTStarcom China, Ltd. (the "Subsidiary") is the only significant subsidiary listed on Schedule D hereto (each a “Subsidiary” andas defined in Rule 1-02 of Regulation S-X) of the Company, collectively, the “Subsidiaries”) and has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any the Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary pursuant to the Subsidiary. The only subsidiaries, direct and indirect, of 's charter documents or applicable law or any agreement or instrument to which such Subsidiary is a party or by which the Company are the subsidiaries listed on Schedule D heretoSubsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. Each direct and indirect subsidiary listed on Schedule D hereto of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an a national bank, corporation, limited liability company or other entity in good standing under the laws of the jurisdiction of its formationorganization, has full 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 entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D C hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company is identified in Exhibit B to this Agreement (each a “"Subsidiary” and, collectively, " and collectively the “"Subsidiaries”) "). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementStatement and Prospectus, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interest of each such Subsidiary of the Subsidiaries has been duly authorized and validly issued, is fully paid and non-assessable and is assessable; except as otherwise disclosed in the Registration Statement, all such shares are wholly owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” andof Procom Technology FSC, collectivelyMegabyte Computerhandels AG, the “Subsidiaries”) Invincible Technology Acquisition Corp., Procom AG, Procom SPA, Procom Technology, UK and Scofima Software S.r.l. has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.A hereto and no subsidiary of the Company other than Megabyte Computerhandels AG is a "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing a corporation under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement except for such subsidiaries which, if considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) as of December 31, 2006.

Good Standing of Subsidiaries. Each subsidiary The only direct or indirect Subsidiaries of the Company are corporations listed on Schedule D I hereto (each each, a “"Subsidiary” and, " and collectively, the “"Subsidiaries”) "). Each Subsidiary has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationorganization, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectuses, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and is validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none equity other than the pledges to banks under the loan agreements of the Company. None of the outstanding shares of capital stock of any Subsidiary the Subsidiaries was issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of Subsidiary or under any agreement to which the Company are the subsidiaries listed on Schedule D heretoor any Subsidiary is a party.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement as may be amended from time to time.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto of the Company (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign 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 to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D hereto “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, subsidiaries of the Company are the subsidiaries listed on Schedule D heretoExhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement. Each subsidiary listed on Schedule D hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its formationincorporation or organization, has full corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign 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 to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D heretosubsidiary.

Good Standing of Subsidiaries. Each subsidiary listed on Schedule D 1 hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly formed organized and is validly existing as an entity a corporation in good standing under the laws of the jurisdiction of its formationincorporation, has full 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 entity corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed would not result in the Registration Statementa Material Adverse Effect, all of the issued and outstanding capital stock or other ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, adverse claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such SubsidiarySubsidiary except where such failure would not result in a Material Adverse Effect. The only subsidiaries, direct and indirect, of the Company are the subsidiaries listed on Schedule D 1 hereto.