Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta), has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable and is owned by the Company, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and to enter into and perform its obligations under the agreements to which it is party and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All 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 interests of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 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 security holder securityholder of such Subsidiary. The only “significant subsidiaries” of the Company are the subsidiaries listed on Schedule C hereto. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or debt securities of any corporation or have any equity or debt interest in any firm, partnership, joint venture, association or other entity that is not a Subsidiary.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each subsidiary of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and is fully paid and non-non assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except for those arising under any credit facility or loan agreement Credit Facilities (“Credit Facilities”as hereinafter defined) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing General Disclosure Package and the Prospectus or any related Security Agreement or Pledge AgreementProspectus; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary. The only vessel-owning Subsidiaries of the Company are the Subsidiaries listed on Schedule F-1 hereto and the only Subsidiaries that have contracted to acquire vessels are listed on Schedule F-2 hereto. Other than the Subsidiaries listed on Schedule F-1 and Schedule F-2 hereto, there are no material Subsidiaries of the Company.

Good Standing of Subsidiaries. The subsidiaries only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material Exhibit 21.1 to the business and operations Company’s most recent Annual Report on Form 10-K. Each of the Company, and each such Subsidiary Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or formation (either organized and has the Republic of the Xxxxxxxx Islands or Malta), has corporate requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus Prospectus, and is duly qualified or registered as a foreign corporation to transact business corporation, limited partnership, general partnership or limited liability company, as applicable, and is in good standing in each the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or to be register would not, individually or in good standing is not resulting or would not the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect. All the outstanding shares of the issued and outstanding capital stock stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary has have been duly authorized and validly issued and is are fully paid and non-assessable assessable, and, except (i) as otherwise set forth in each of the Registration Statement and is the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the CompanyCompany or the Operating Partnership, as applicable, either directly or through one or more wholly-owned Subsidiaries, Subsidiaries free and clear of any perfected security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility or loan agreement (“Credit Facilities”) to which the Company interest or any of its Subsidiaries is a party as disclosed other security interests, mortgages, pledges, liens, encumbrances, claims in law or contemplated in the Registration Statementequity, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock stock, partnership interests, limited liability company interests or other equivalent equity interests of any Subsidiary was the Subsidiaries were issued in violation of the preemptive or similar rights of any security holder of each Subsidiary, except such Subsidiaryviolations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of each Blue Bird Party (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation organization (either to the Republic extent the concept of the Xxxxxxxx Islands or Malta“good standing” is applicable in each such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (to the extent the concepts of “qualification to transact business” and “good standing” are applicable in each such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to to, singly or in the aggregate, result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned directly or indirectly by the Companyapplicable Blue Bird Party, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 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 security holder securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations Each "significant subsidiary" of the CompanyCompany (as such term is defined in Rule 1-02 of Regulation S-X) and all entities in which the Company has a direct or indirect majority equity interest or voting power (each a "SUBSIDIARY" and, and each such Subsidiary collectively, the "SUBSIDIARIES") has been duly organized and is validly existing as a corporation corporation, general partnership, limited partnership, limited liability company or similar entity in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign corporation (or other such entity) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock or other ownership interests of each Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-assessable (to the extent applicable) and is owned to the extent owned, directly or indirectly, by the Company, directly or through one or more wholly-are owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. 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 security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly incorporated or organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate with power and authority to own, lease and operate own its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus Prospectus, and is has been duly qualified as a foreign corporation to transact or organization for the transaction of business and is in good standing in under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, qualification; except where the failure to be so qualify incorporated or organized or to be in good standing is not resulting so qualified or have such power or authority would not reasonably be expected to result in have a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned directly or indirectly by the Company, directly or through one or more wholly-owned Subsidiaries, free and clear of any security interestall liens, mortgageencumbrances, pledge, lien, encumbrance, claim except for those arising under any claims or equities other than liens granted or otherwise permitted by the senior secured credit facility or loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration StatementHD Supply, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none Inc. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K that is incorporated by reference into 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. The subsidiaries listed Each subsidiary of the Company identified on Schedule 2.11 D hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Each subsidiary of the Company which conducts business as a bank is duly authorized to conduct such banking business in each jurisdiction in which such banking business is conducted or is validly existing as a national banking association under the laws of the United States, except in each case where the failure to be so authorized or be in valid existence would not result in a Material Adverse Effect. Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility encumbrance or loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none claim. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K incorporated by reference into the Registration Statement and (b) certain other unregulated 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. The subsidiaries listed on Schedule 2.11 hereto Each Affiliate (as defined in the Prospectus) and each other “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital share capital, common stock or membership interests (as applicable) of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable assessable, and is the share capital, common stock or membership interests, as applicable, owned by the Company, directly or through one or more wholly-subsidiaries, are owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital share capital, common stock or membership interests (as applicable) of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 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. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not be reasonably be expected likely to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 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 security holder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement (excluding any 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. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)other organization, has corporate all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySignificant Subsidiary or any other entity. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement. The deposit accounts of each of the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All 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 equity interests of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 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 security holder securityholder of such Subsidiary.. As of the date hereof, the only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit D 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. The subsidiaries Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule 2.11 hereto D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing or equivalent status under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation 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 so to so qualify or to be in good standing is not resulting or equivalent status would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock equity securities of each Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-assessable (except as such non-assessability may be affected by Section 18-607 of the Limited Liability Company Act of the State of Delaware and is limited to the extent set forth in such Subsidiary’s organizational documents) and are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim except for those arising under any credit facility or loan agreement other than (1) as contemplated by the Asset-Based Revolving Credit Agreement, dated as of April 1, 2016, by and among the Company and certain of its subsidiaries, as borrowers, the guarantors party thereto, Citibank, N.A., as administrative agent, and the other lenders party thereto (as amended, the “Credit FacilitiesABL Facility”), as disclosed in the General Disclosure Package; (2) as contemplated by the Indenture, dated as of November 2, 2017, among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee, pursuant to which the Company issued its 8.00% Senior Secured Notes due 2024 (as amended or any of its Subsidiaries is a party supplemented, the “Notes Indenture”), as disclosed in the General Disclosure Package; and (3) as contemplated by the liens, encumbrances or contemplated defects in place as of the date hereof in connection with other debt outstanding as disclosed in the Registration Statement, Pricing General Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none Package. None of the outstanding shares of capital stock equity securities of any Subsidiary was issued in violation of the any preemptive or similar rights of any security holder securityholder of such Subsidiary.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus Prospectus, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise described in the Registration Statement, the General Disclosure Package and the Prospectus) and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility or loan agreement equity (“other than liens granted in connection with the Credit Facilities”) to which the Company or any of its Subsidiaries is a party Facilities and Senior Secured Notes (each as disclosed in or contemplated defined in the Registration StatementCompany’s Annual Report on Form 10-K for the year ended December 31, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 2020)). None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recent fiscal year and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed Each subsidiary of the Company, other than those set forth on Schedule 2.11 hereto D (each subsidiary other than those set forth on Schedule D, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company), and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All of the issued and outstanding capital stock or partnership or membership interests of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the CompanyCompany (except in the case of any foreign subsidiaries, for director’s qualifying shares), directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for those arising under any credit facility or loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing the General Disclosure Package and or the Prospectus or any related Security Agreement or Pledge Agreement; none and other than with respect to security interests, pledges, liens, encumbrances and defects in place as of the date hereof in connection with debt outstanding shares of capital stock of any Subsidiary was issued as disclosed in violation the General Disclosure Package. The only subsidiaries of the preemptive Company are (A) the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K (the “Form 10-K”) or similar rights otherwise disclosed in Note 23 in the audited consolidated financial statements in the Form 10-K and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of any security holder of such Subsidiary.Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each subsidiary (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and, collectively, the “"Subsidiaries”") are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary Diamond Growers or Diamond Foods has been duly organized and is validly existing as a corporation business entity in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate legal power and authority to own, own or lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation business entity (corporate or otherwise) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock equity interests of each such Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned (except for preferred securities issued by DW Capital Trust I) by Diamond Growers or Diamond Foods, as the Companycase may be, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares equity interests of capital stock of any each such Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only Subsidiaries of (A) Diamond Growers prior to the Effective Time are the entities listed on Exhibit 21.01 to the Registration Statement, and (B) Diamond Foods are the entities listed on Exhibit

Good Standing of Subsidiaries. The only subsidiaries of the Company are the subsidiaries listed on Schedule 2.11 hereto Exhibit 21.1 to the 10-K and Bruins Owner LLC, Bruins Lessee LLC, Razorbacks Owner LLC, Razorbacks Lessee LLC, Running Rebels Owner LLC, Running Rebels Lessee LLC, Wolverines Owner LLC, Wolverines Lessee LLC, Hoosiers Owner LLC and Hoosiers Lessee LLC (each, a Delaware limited liability company) (collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations ). Each of the Company, Operating Partnership and each such other Subsidiary has been duly organized and is validly existing as a corporation limited partnership, trust, limited liability company or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporation formation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has the partnership, trust or corporate power power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus and is duly qualified as a foreign corporation partnership, trust, limited liability company or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All of Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, the issued and outstanding capital stock equity interests of each Subsidiary has Subsidiary, have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations Each "significant subsidiary" of the CompanyCompany (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and collectively, and each such Subsidiary the "Subsidiaries") has been duly organized and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has the corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign corporation or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or limited liability interests of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock or limited liability interests of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 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. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the any preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X under the 1933 Act) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are is duly incorporated or formed, as the only subsidiaries which are currently material to the business and operations of the Companycase may be, and each such Subsidiary has been duly organized and is validly existing as a corporation and (where applicable in the relevant jurisdiction) in good standing under the laws of the its jurisdiction of its incorporation or formation (either formation, as the Republic of the Xxxxxxxx Islands case may be, and has all requisite corporate, limited liability company, partnership or Malta), has corporate similar power and authority authority, as the case may be, to own, lease and operate its properties and to conduct its business as now conducted and as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessProspectus, except where the failure to so qualify or to be validly existing and (where applicable in the relevant jurisdiction) in good standing is not resulting would not, individually or would not in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect. All Each Subsidiary is duly qualified to do business as a foreign corporation, limited liability company, partnership or similar business entity in good standing (or equivalent concept) in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility or loan agreement equity (“other than liens securing the Credit Facilities”) to which Agreement and the Company or any of its Subsidiaries 2026 Notes (as each is a party as disclosed in or contemplated defined in the Registration Statement, Pricing General Disclosure Package Package) and the Prospectus or any related Security Agreement or Pledge Agreement; none other immaterial liens). None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 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. The Company has no direct or indirect subsidiaries listed on Schedule 2.11 hereto that are consolidated with the Company for financial reporting purposes under GAAP (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business other than SVCP, TCPC Funding I, LLC and operations of the CompanyTCPC SBIC, and each such LP (“TCPC SBIC”). Each Subsidiary has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement and the Company Agreements, as applicable; and each Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary. Except (A) as set forth in the Registration Statement, the General Disclosure Package and the Prospectus and (B) for portfolio investments made after June 30, 2017 the Company does not own, directly or indirectly (including through its ownership of SVCP), any shares of stock or any other equity or debt securities of any corporation or have any equity or debt interest in any firm, partnership, joint venture, association or other entity that is not a Subsidiary.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)other organization, has corporate all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and and, except for the Bank as provided under Section 3807 of the Michigan Banking Code of 1999, as amended, non-assessable and is and, in the case of each Significant Subsidiary, are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySignificant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of each XPO Party (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation organization (either to the Republic extent the concept of the Xxxxxxxx Islands or Malta“good standing” is applicable in each such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (to the extent the concepts of “qualification to transact business” and “good standing” are applicable in each such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable (to the extent such concepts are applicable in each such jurisdiction) and is owned directly or indirectly by the Companyapplicable XPO Party or XPO Holdings LLC, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for or equity other than those arising under any the credit facility or loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated agreements described in the Registration Statement, Pricing General Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none and filed as exhibits to the Registration Statement. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) those listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including each Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)other organization, has corporate all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and, in the case of each Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySignificant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All 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 equity interests of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 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 security holder securityholder of such Subsidiary.. As of the date hereof, the only subsidiaries of the Company are (A) the subsidiaries listed on Schedule D 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. The only subsidiaries of the Company are the subsidiaries listed on Schedule 2.11 hereto Exhibit 21.1 to the 10-K and Bearcats Owner LLC, Bearcats Lessee LLC, Golden Eagles Owner LLC, Golden Eagles Lessee LLC, Hoyas Owner LLC, Hoyas Lessee LLC, Miners Owner LLC, Miners Lessee LLC, Ramblers Owner LLC, Ramblers Lessee LLC, Wolfpack Owner LLC and Wolfpack Lessee LLC (each, a Delaware limited liability company) (collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations ). Each of the Company, Operating Partnership and each such other Subsidiary has been duly organized and is validly existing as a corporation limited partnership, trust, limited liability company or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporation formation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has the partnership, trust or corporate power power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus and is duly qualified as a foreign corporation partnership, trust, limited liability company or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All of Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, the issued and outstanding capital stock equity interests of each Subsidiary has Subsidiary, have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.

Good Standing of Subsidiaries. The subsidiaries listed Each significant subsidiary of the Company (as defined in Rule 405 under the Securities Act) and each other direct or indirect subsidiary identified on Schedule 2.11 D hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus Prospectus; and each Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse ChangeEffect. All Each subsidiary of the Company which conducts business as a bank is duly authorized to conduct such banking business in each jurisdiction in which such banking business is conducted, except where the failure to be so authorized would not reasonably be expected, individually or in the aggregate, to 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 capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariesits subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility encumbrance or loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none claim. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K incorporated by reference into 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. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and China SemiLEDs (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has have been duly organized and is are validly existing as a corporation in good standing (to the extent such concept exists) under the laws of the jurisdiction of its their respective incorporation or formation (either the Republic of the Xxxxxxxx Islands organization, have corporate or Malta), has corporate similar power and authority to own, lease and operate its their respective properties and to conduct its business their respective businesses as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is are duly qualified as a foreign corporation to transact business and is are in good standing (to the extent such concept exists) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.Subsidiary or of any other third party. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries that, when considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)existence, has corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus and is duly qualified as a foreign corporation or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all of the issued and outstanding capital stock or partnership interests of each Subsidiary has have been duly authorized and validly issued and is or created, are fully paid and non-assessable and is except as described in Schedule E are owned by the Company, directly or through one or more wholly-owned the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for those arising pledges of such capital stock and partnership interests that were granted under any credit facility or loan agreement the Credit Agreement, dated May 31, 2007, among the Company, certain of the Subsidiaries of the Company, the lenders party thereto, and Bank of America N.A., as administrative agent (the “Credit FacilitiesAgreement”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement); none of the outstanding shares of capital stock or partnership interests of any Subsidiary the Subsidiaries was issued in violation of the any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any security holder Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of such Subsidiarythe Subsidiaries of the Company are listed on Schedule E attached hereto.

Good Standing of Subsidiaries. The subsidiaries listed Each "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 "Significant Subsidiaries") is identified on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the CompanyD hereto, and each such Subsidiary has been duly organized and is validly existing as a corporation and, where applicable, in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)formation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation entity to transact business and and, where applicable, is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualify qualified or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding share capital stock or capital stock, as applicable, of each such Significant Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of share capital stock or capital stock, as applicable, of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Significant Subsidiary.. The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" as such term is defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations Each subsidiary of the Company, and each such Subsidiary Company has been duly organized incorporated or formed, as the case may be, and is validly existing as a corporation corporation, limited liability company, trust company, statutory business trust or bank in good standing under the laws of the jurisdiction of its incorporation or formation (either and has the Republic of the Xxxxxxxx Islands or Malta), has corporate requisite power and authority to own, lease and operate its properties and to conduct its business as described disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and Prospectus. Each subsidiary of the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify qualify, or to be in good standing is not resulting standing, would not, individually or would not in the aggregate, reasonably be expected to result in a Material Adverse Change. All Effect; all of the issued and outstanding capital stock of each Subsidiary subsidiary that is a corporation has been duly authorized and validly issued and issued, is fully paid and non-assessable nonassessable, and all of the issued and outstanding capital stock or other equity interests of each subsidiary is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim except for those arising any and all restrictions under applicable federal and state securities laws or under any credit facility statute, order, rule or loan agreement (“Credit Facilities”) to which regulation of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries is a party as subsidiaries; the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries disclosed in or contemplated in the Registration Statement, Pricing the General Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none Prospectus. None of the outstanding shares of capital stock or other equity interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any security holder or equity holder of such Subsidiarysubsidiary. The activities of the subsidiaries of the Bank are permitted to subsidiaries of a national banking association. The deposit accounts of the Bank are insured up to the applicable limits by the Federal Deposit Insurance Corporation (the “FDIC”).

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations Each subsidiary of the Company, and each such Subsidiary Company has been duly organized or formed and is validly existing as a corporation corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, under the laws of its jurisdiction of organization and is in good standing under the laws of the its jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has power (corporate power or otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each Subsidiary has subsidiary of the Company which is a corporation, have been duly authorized and validly issued issued, and is are fully paid and non-assessable assessable, and is to the extent owned by the Company, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party subsidiaries (except for directors’ qualifying shares and as disclosed in described or contemplated reflected generally in the Registration Statement, Pricing General Disclosure Package and the Prospectus Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, in each case with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect. The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company or Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, of such subsidiary, and to the extent owned by the Company or any related Security Agreement of its subsidiaries (except as described or Pledge Agreementreflected generally in the General Disclosure Package and the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, in each case with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect; and none of the outstanding shares of capital stock stock, partnership interests, membership interests or shares of beneficial interests, as the case may be, of any Subsidiary subsidiary of the Company was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiarysubsidiary.

Good Standing of Subsidiaries. The subsidiaries Each of the Subsidiaries of the Company listed on Schedule 2.11 IV hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized incorporated and is validly existing as a corporation and in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization as set forth on Schedule IV, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock (or other ownership interests) of each Subsidiary has been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned by the Company, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. 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 security holder securityholder of such Subsidiary. The only Subsidiaries of the Company are the Subsidiaries listed Schedule IV hereto.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation organization (either or such equivalent concept to the Republic extent it exists under the laws of the Xxxxxxxx Islands or Maltasuch jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to to, singly or in the aggregate, result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility encumbrance or loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 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 security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each significant subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including, without limitation, the Operating Partnership) (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized or formed, as applicable, and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or formation (either the Republic of the Xxxxxxxx Islands or Malta)formation, has corporate corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign corporation to transact business entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of ownership interests in each Subsidiary has of the Company (including, without limitation, all of the issued and outstanding OP Units) have been duly authorized and validly issued and is issued, are fully paid and non-assessable assessable, were issued in accordance with all applicable securities laws and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statementequity, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock of ownership interests in any Subsidiary was of the Company were issued in violation of the any preemptive or similar rights, resale rights, rights of any security holder first offer or refusal or other similar rights. The only subsidiaries of such Subsidiary.the Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations Each "significant subsidiary" of the CompanyCompany (as such term is defined in Rule 1-02 of Regulation S-X) and all entities in which the Company has a direct or indirect majority equity interest or voting power (each a "Subsidiary" and, and each such Subsidiary collectively, the "Subsidiaries") has been duly organized (to the extent applicable) and is validly existing as a corporation corporation, general partnership, limited partnership, limited liability company, closed joint stock company, or similar entity in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except that the Company's Capital Stock in Commstock International B.V. and in GTS Hungary has been pledged to Ericsson Finans A.B. and Creditanstalt Bank as collateral for 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementcertain borrowings; 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 security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed Each subsidiary of the Company identified on Schedule 2.11 D hereto (each, a “subsidiary” and, collectively, the “Subsidiariessubsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Each subsidiary of the Company which conducts business as a bank is duly authorized to conduct such banking business in each jurisdiction in which such banking business is conducted or is validly existing as a national banking association under the laws of the United States, except in each case where the failure to be so authorized or be in valid existence would not result in a Material Adverse Effect. Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary subsidiary of the Company has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility encumbrance or loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none claim. None of the outstanding shares of capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto and (b) certain other unregulated 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. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 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 security holder securityholder of such Subsidiary. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no Subsidiary is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such Subsidiary’s capital stock or from repaying to the Company or any other Subsidiary any amounts that may from time to time become due under any loans or advances to such Subsidiary from the Company or such other Subsidiary, or from transferring any such Subsidiary’s property or assets to the Company or to any other Subsidiary. Other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and other than securities held for investment purposes, the Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)other organization, has corporate all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySignificant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of the Company’s banking subsidiary are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for those arising under to the extent any credit facility such security interest, mortgage, pledge, lien, encumbrance, claim or loan agreement (“Credit Facilities”) to which the Company equity would not, singly or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statementaggregate, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none result in a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 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. The subsidiaries listed on Schedule 2.11 hereto Each significant subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including, without limitation, the Operating Partnership) (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized or formed, as applicable, and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or formation (either the Republic of the Xxxxxxxx Islands or Malta)formation, has corporate corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign corporation to transact business entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of ownership interests in each Subsidiary has of the Company (including, without limitation, all of the issued and outstanding OP Units) have been duly authorized and validly issued and is issued, are fully paid and non-assessable assessable, were issued in accordance with all applicable securities laws and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under or equity, and none of the outstanding ownership interests in any credit facility or loan agreement (“Credit Facilities”) to which Subsidiary of the Company were issued in violation of any preemptive rights, resale rights, rights of first offer or any refusal or other similar rights. The only subsidiaries of its Subsidiaries is a party as disclosed in the Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, incorporated or contemplated deemed to be incorporated by reference in the Registration Statement, Pricing Disclosure Package and (B) certain other subsidiaries which, considered in the Prospectus or any related Security Agreement or Pledge Agreement; none aggregate as a single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary.Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (At the “Subsidiaries”) are the Time of Closing, Augusta’s only subsidiaries which are currently material to will be the business Material Subsidiaries and operations the Immaterial Subsidiaries. At the Time of the CompanyClosing, and each such Material Subsidiary has been duly will be a corporation or company incorporated or established, organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, will be current and up-to-date with all material filings required to be made under the laws of its jurisdiction of incorporation or formation (either and will have the Republic of the Xxxxxxxx Islands or Malta), has requisite corporate power and authority capacity to own, lease and operate its properties and to conduct its business as described in the Registration Statementnow carried on by it, the Pricing Disclosure Package and the Prospectus and is will be duly qualified as a foreign corporation to transact business and is will be in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All At the Time of Closing, all of the issued and outstanding shares in the capital stock of each Material Subsidiary has will have been duly authorized and validly issued and is issued, will be fully paid and non-non- assessable and is will be directly or indirectly beneficially owned by the Company, directly or through one or more wholly-owned SubsidiariesAugusta, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim Lien 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 or contemplated in the Registration Statement, Pricing Disclosure Package Offering Documents; and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of the capital stock of any Material Subsidiary was issued in violation of the preemptive pre-emptive or similar rights of any security holder of such subsidiary. Other than as disclosed in the Canadian Final Prospectus, there exist no options, warrants, purchase rights, or other contracts or commitments that could require Augusta to sell, transfer or otherwise dispose of any capital stock of any Material Subsidiary. No act or proceeding has been taken by or against the Material Subsidiaries in connection with their liquidation, winding-up or bankruptcy.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized incorporated or formed, as applicable, and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or formation formation, as applicable (either to the Republic extent the concept of the Xxxxxxxx Islands or Malta“good standing” is recognized in such jurisdiction), and has the corporate or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and Prospectus. Each Subsidiary is duly qualified as a foreign corporation or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, individually or would not reasonably be expected to in the aggregate, result in a Material Adverse Change. All 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 Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility encumbrance or loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none claim. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive rights, rights of first refusal or other similar rights of any security holder securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each significant subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including, without limitation, the Operating Partnership) (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized or formed, as applicable, and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or formation (either the Republic of the Xxxxxxxx Islands or Malta)formation, has corporate corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign corporation to transact business entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of ownership interests in each Subsidiary has of the Company (including, without limitation, all of the issued and outstanding OP Units) have been duly authorized and validly issued and is issued, are fully paid and non-assessable assessable, were issued in accordance with all applicable securities laws and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under or equity, and none of the outstanding ownership interests in any credit facility or loan agreement (“Credit Facilities”) to which Subsidiary of the Company were issued in violation of any preemptive rights, resale rights, rights of first offer or any refusal or other similar rights. The only subsidiaries of its Subsidiaries is a party as disclosed in the Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, incorporated or contemplated deemed to be incorporated by reference in the Registration Statement, Pricing Disclosure Package and (B) certain other subsidiaries which, considered in the Prospectus or any related Security Agreement or Pledge Agreement; none aggregate as a single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary.Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations C lists each ----------------------------- "significant subsidiary" of the CompanyCompany (as such term is defined in Rule 1- 02 of Regulation S-X) and other subsidiaries not deemed "significant" but nonetheless material (each a "Subsidiary" and, and each such collectively, the ---------- "Subsidiaries"). Each Subsidiary has been duly organized or formed and is ------------- validly existing as a corporation corporation, a partnership or a limited partnership in good standing (with respect to a Subsidiary that is a corporation or limited partnership) under the laws of the jurisdiction of its incorporation in which it has been incorporated or formation (either the Republic of the Xxxxxxxx Islands or Malta)formed, as applicable, has the necessary corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package Prospectuses and the Prospectus and (with respect to a Subsidiary that is a corporation or a limited partnership) is duly qualified as a foreign corporation or limited partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement or on Schedule C hereof, all of the issued and outstanding capital stock of each such Subsidiary which is a corporation has been duly authorized and validly issued and issued, is fully paid and non-assessable and all the issued and outstanding capital stock of each such Subsidiary which is a corporation and all the existing partnership interests of such Subsidiary which is a partnership or a limited partnership are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package equity; and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock of any Subsidiary which is a corporation was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All The activities of the Company’s subsidiaries are permitted of subsidiaries of a bank holding company under applicable law and the rules and regulations of the Federal Reserve Board (the “FRB”) set forth in Title 12 of the Code of Federal Regulations; the activities of Subsidiaries that are banks (each, a “Bank,” and collectively, the “Banks”) are permitted under the laws and regulations of their respective jurisdictions of organization and the deposit accounts in the Banks are insured up to the applicable limits by the Federal Deposit Insurance Corporation (the “FDIC”). Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company after giving effect to the Reorganization (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are ), other than the only subsidiaries which are currently material to the business and operations of the CompanyOperating LLC, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, own or lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, immediately following the Reorganization, all of the issued and outstanding capital stock or limited liability company interests of each Subsidiary has been duly authorized and will be validly issued and is issued, will be fully paid and non-assessable (except as such non-assessability may be limited by Sections 18-303, 18-607 and is 18-804 of the Delaware Limited Liability Company Act) and will be owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for or equity (other than those arising under any credit facility or loan agreement the First Lien Credit Agreement and Second Lien Credit Agreement (collectively, the “Credit FacilitiesAgreement”) to which ), each dated as of July 3, 2017, among the Company or any Operating LLC and certain subsidiaries, and Royal Bank of its Subsidiaries is a party Canada, as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package Administrative Agent and the Prospectus or any related Security Agreement or Pledge Agreement; none other lenders party thereto, each as amended). None of the outstanding shares of capital stock or limited liability company interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 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. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Each Subsidiary has been is duly incorporated or organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock of equity interests in each Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-non- assessable and is are owned by the Company, directly or through one or more wholly-owned Subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim except for those arising under any credit facility claims or loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequitable interests; none of the outstanding shares of capital stock of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co-sale right, registration right, right of the preemptive first refusal or other similar rights of equity holders or any security holder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of February 1, 2017, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. The following is a list of the Company’s wholly-owned or majority-owned subsidiaries listed on Schedule 2.11 hereto which constitute a “significant subsidiary” of the Company (as such term is defined under Rule 1-02 of Regulation S-X under the 1934 Act): the Agrium Partnership (as defined in the Preliminary Prospectuses and the Final Prospectuses) (the “Partnership”) and Crop Production Services, Inc. (each a “Subsidiary” and collectively the “Subsidiaries”) are ). None of the only other wholly-owned or majority-owned subsidiaries which are currently material to the business and operations of the Company, and each considered individually, constitute a “significant subsidiary” (as such term is defined under Rule 1-02 of Regulation S-X under the 1934 Act). Each Subsidiary has been duly organized and is validly existing as a corporation or partnership in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)formation, has the corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus Final Prospectuses and is duly qualified as a an extra-provincial or foreign corporation or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessbusiness or otherwise, except where the failure so to so qualify qualify, register or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the General Disclosure Package and the Final Prospectuses, all of the issued and outstanding share capital stock or partnership interests of each Subsidiary such Subsidiary, as applicable, has been duly authorized and validly issued and issued, is fully paid and non-assessable and all of the issued and outstanding share capital or partnership interests of each such Subsidiary is owned by the Company, Company directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of share capital stock or partnership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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 “Significant Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation organization and is validly existing in good standing (either or such equivalent concept to the Republic extent it exists under the laws of the Xxxxxxxx Islands or Maltasuch jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably reasonable be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 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 security holder securityholder of such Subsidiary. The only Significant Subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the Company's only subsidiaries which are currently material to the business Gxxxx Capital Master Funding LLC, Gxxxx Capital BDC 2010-1 Holdings LLC, Gxxxx Capital BDC 2010-1 LLC, GC SBIC IV-GP, Inc., GC SBIC IV-GP, LLC, GC SBIC IV, L.P., GC SBIC V-GP, LLC, GC SBIC V, L.P., Gxxxx Capital BDC Holdings LLC, Gxxxx Capital BDC Funding LLC and operations Upper GCC Holdings LLC. Each of the Company, and each such Subsidiary subsidiaries of the Company has been duly organized and is validly existing as a corporation and in good standing under the laws of the its jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation 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 qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary has subsidiary of the Company have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned directly or indirectly by the Company, directly or through one or more wholly-owned Subsidiaries, Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package Lien; and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock or other equity interests of any Subsidiary each subsidiary of the Company was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder securityholder of such Subsidiarysubsidiary or any other person.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary (A) that is a corporation has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus General Disclosure Package, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, and (B) that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its formation, has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the General Disclosure Package, and is duly qualified as a foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case under clause (A) or (B) where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement and the General Disclosure Package, and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations Each "significant subsidiary" of the CompanyCompany (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Significant Subsidiary" and, and each such Subsidiary collectively, the "Significant Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign 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 so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Significant Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for those arising under any credit facility or loan agreement (“Credit Facilities”) the security interests in such capital stock granted to which the Company or any of its Subsidiaries is a party certain lenders, noteholders and guarantors as disclosed in or contemplated described in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge AgreementProspectus; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Significant Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule 4 hereto (each a "Subsidiary" and, collectively, the "Subsidiaries").

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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 “Significant Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)other organization, has corporate all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where in each case as would not, singly or in the failure to so qualify or to be in good standing is not resulting or would not aggregate, reasonably be expected to result in a Material Adverse ChangeEffect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is (other than directors’ qualifying shares and similar interests) are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package equity and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySignificant Subsidiary or any other entity. Exhibit 21 to the Registration Statement complies with Rule 601(b)(21) under the Securities Act Regulations.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each consolidated subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company), and each such Subsidiary has been duly incorporated or organized and is validly existing as a corporation corporation, limited liability company or partnership in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate the corporate, limited liability or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership it owns or leasing of property leases substantial properties or in which the conduct of businessits business requires such qualification, except where the failure to be so qualify qualified or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All material adverse effect on the Company and its Subsidiaries considered as one enterprise; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock stock, limited liability membership interests or partnership interests of each Subsidiary has been duly authorized and validly issued and and, with respect to outstanding capital stock, is fully paid and non-assessable assessable, and is all shares of capital stock, limited liability membership interests or partnership interests of such Subsidiaries owned by the Company, directly or through one or more wholly-owned Subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for those arising under any credit facility as set forth or loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated incorporated by reference in the Registration Statement, Pricing the Disclosure Package and the Prospectus Prospectus, and except for such security interest, mortgage, pledge, lien, encumbrance, claim or any related Security Agreement equity the enforcement of which, individually or Pledge Agreement; none of in the outstanding shares of capital stock of any Subsidiary was issued aggregate, would not reasonably be expected to result in violation of a material adverse effect on the preemptive or similar rights of any security holder of such SubsidiaryCompany and its Subsidiaries considered as one enterprise.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each subsidiary of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and is fully paid and non-non assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except for those arising under any credit facility or loan agreement Credit Facilities (“Credit Facilities”as hereinafter defined) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing General Disclosure Package and the Prospectus or any related Security Agreement or Pledge AgreementProspectus; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary. The only vessel-owning Subsidiaries of the Company are the Subsidiaries listed on Schedule E-1 hereto and the only Subsidiaries that have contracted to acquire vessels are listed on Schedule E-2 hereto. Other than the Subsidiaries listed on Schedule E-1 and Schedule E-2 hereto, there are no material Subsidiaries of the Company.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations Each "significant subsidiary" of the CompanyCompany (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, and each such Subsidiary a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)other organization, has corporate all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and and, except for the Bank, as provided under Section 3807 of the Michigan Banking Code of 1999, as amended, non-assessable and is and, in the case of each Significant Subsidiary, are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySignificant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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 “Significant Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for those such security interests, mortgages, pledges, liens, encumbrances or claims arising under any the credit facility or loan agreement (“Credit Facilities”) to which agreement, dated June 1, 2006, among the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus lenders named therein, and except in each case where the Company purports to own less than all of such stock or any related Security Agreement or Pledge Agreementwhere the breach of this representation would not result in a Material Adverse Effect; none of the outstanding shares of capital stock of any Subsidiary the Company’s Significant Subsidiaries was issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySignificant Subsidiaries.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto only “subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company are SPT Real Estate Sub I, LLC and SPT TALF Sub I, LLC (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such ). Each Subsidiary has been duly organized and is validly existing as a corporation corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate such entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, partnership 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 so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; 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 equity interests of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock or other equity interest of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary. Except for the equity interests in the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity.

Good Standing of Subsidiaries. Great Western Bank (the “Bank”) is a bank chartered under the laws of the State of South Dakota to transact business as a state-chartered bank and the charter of the Bank is in full force and effect. The subsidiaries listed on Schedule 2.11 hereto Bank and each other “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 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 security holder securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, each “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”) are the only subsidiaries which are currently material to the business and operations of the Company), and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 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 security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K filed with the Commission on March 1, 2019 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. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations Each subsidiary of the Company, and each such Subsidiary Company has been duly organized or formed, as applicable, and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or formation (either the Republic of the Xxxxxxxx Islands or Malta)formation, has corporate corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign corporation to transact business entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result have, singly or in the aggregate, a Material Adverse ChangeEffect. All Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock ownership interests in each subsidiary of each Subsidiary has the Company have been duly authorized and validly issued and is issued, are fully paid and non-assessable assessable, were issued in accordance with all applicable securities laws and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statementequity, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares ownership interests in any subsidiary of capital stock of any Subsidiary was the Company were issued in violation of the any preemptive or similar rights, resale rights, rights of any security holder first offer or refusal or other similar rights. The only subsidiaries of such Subsidiary.the Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations Each "significant subsidiary" of the CompanyCompany (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and, and each such Subsidiary collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except for directors' qualifying shares or as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for those arising under any credit facility security interest, mortgage, pledge, lien, encumbrance, claim or loan agreement equity created pursuant to the Credit Agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated defined in the Registration Statement, Pricing Disclosure Package and ) or the Prospectus or any related Security New Bank Credit Agreement or Pledge Agreementunder any local working capital facilities or interest protection agreements secured under the New Bank Credit Agreement (the "Other Secured Agreements"); and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Xxxxxx Xxxxxxx Savings (the “SubsidiariesBank”) are is a bank chartered under the laws of the State of California and the charter of the Bank is in full force and effect. The Bank is the only subsidiaries which are currently material to the business and operations “significant subsidiary” (“Significant Subsidiary”) of the CompanyCompany (as such term is defined in Rule 1-02 of Regulation S-X). Each other subsidiary (as defined in Rule 405 under the Securities Act) of the Company (each, and each such Subsidiary a “Subsidiary”) has been duly organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has the requisite corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySubsidiary arising by operation of law, or under the articles of incorporation, bylaws or other organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. The only Subsidiaries of the Company are those listed on Schedule IV hereto. The only Subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement. Except for the Subsidiaries, the Company does not own beneficially, directly or indirectly, more than five percent (5%) of any class of equity securities or similar interests in any corporation, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)formation, has corporate or limited liability company power and corporate or limited liability company authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or limited liability company interests of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock or limited liability company interests of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are the subsidiaries listed on Schedule C hereto, and then only Significant Subsidiaries are the subsidiaries identified as such on Schedule C hereto

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Prospectus and the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) all of the issued and outstanding capital stock of each such Subsidiary that is a corporation has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility or loan agreement equity, (“Credit Facilities”B) to which all of the Company or any issued and outstanding limited liability company interests of its Subsidiaries each such Subsidiary that is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package limited liability company have been duly authorized and validly issued (under applicable law and the Prospectus limited liability company agreement of such Subsidiary), is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any related Security Agreement security interest, mortgage, pledge, lien, encumbrance, claim or Pledge Agreementequity and (C) all of the issued and outstanding limited and general partnership interests of each such Subsidiary that is a partnership have been duly authorized and validly issued, and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule C hereto.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto IBERIABANK (the “SubsidiariesBank”) are is a bank chartered under the laws of the State of Louisiana to transact business as a state-chartered bank and the charter of the Bank is in full force and effect. The Bank is the only subsidiaries which are currently material to the business and operations “significant subsidiary” of the Company, and each Company (as such term is defined in Rule 1-02 of Regulation S-X). Each Subsidiary has been duly organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has the requisite corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySubsidiary arising by operation of law, or under the articles of incorporation, by-laws or other similar organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. The only Subsidiaries of the Company are the Subsidiaries listed on Schedule C hereto.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Dura Delivery Systems, Inc., a Delaware corporation ("DDSI"), Health Script Pharmacy Services, Inc., a Colorado corporation ("Health Script"), Healthco Solutions, Inc., a Colorado corporation ("Healthco"), HS Wholesaler, Inc., a Colorado corporation ("HS Wholesaler") and DCI, Ltd., a corporation organized under the “laws of the Cayman Islands ("DCI") (DDSI, Health Script, Healthco, HS Wholesaler and DCI are hereinafter referred to as the "Subsidiaries”") are the only subsidiaries which are currently material to the business and operations of the Company. Except for the Subsidiaries, and each such neither the Company nor any Subsidiary owns any shares of stock or any other equity securities of any corporation or has any equity interests in any firm, partnership, association or other entity. Each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned solely by the Company, directly or through one or more wholly-owned Subsidiaries, Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySubsidiary arising by operation of law, under the charter or by-laws of such Subsidiary or under any agreement to which the Company or such Subsidiary is a party.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are Bank, which is the only subsidiaries which are currently material to the business and operations “significant subsidiary” of the Company, and each Company (as such Subsidiary term is defined in Rule 1-02 of Regulation S-X) has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)other organization, has all requisite corporate power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each Subsidiary has or other equity interests in the Bank have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of any Subsidiary was or other equity interests in the Bank were issued in violation of the preemptive or similar rights of any security holder securityholder of the Bank or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such Subsidiaryinsurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 under the 1934 Act Regulations) (each a “Subsidiary” and, collectively the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All 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 interests of each Subsidiary has been duly authorized and validly issued and issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. 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 security holder securityholder of such Subsidiary. Except as listed on Schedule 1(a)(xii) hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Good Standing of Subsidiaries. The subsidiaries Each entity listed on Schedule 2.11 hereto Exhibit 21 to the Registration Statement (each a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company), and each such Subsidiary has been duly organized and organized, is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus Prospectus, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business, except where the failure to be so qualify qualified or to be in good standing is not resulting would not, singly or would not in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect. All of the issued and outstanding capital stock or other ownership interests of each Subsidiary has been duly authorized and validly issued and issued, is (as applicable) fully paid and non-assessable and is is, or upon consummation of the offering of the Offered Shares will be, owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, or claim, except to the extent any such security interest, mortgage, pledge, lien, encumbrance, or claim 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 or contemplated would not, in the Registration Statementaggregate, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none reasonably be expected to result in a Material Adverse Effect. 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 security holder securityholder of such Subsidiary.. The Company does not, and will not upon consummation of the offering of the Offered Shares, own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than (i) the entities listed on Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary would not constitute a “significant subsidiary,” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) and Wildwood Hospitality LLC, a Missouri limited liability company, and Franklin Mortgage Company, and each such Subsidiary LLC, a Missouri limited liability company (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)other organization, has all requisite corporate power and authority to own, lease and operate its properties and properties, to conduct its business as described and, in the Registration Statementcase of the Bank, the Pricing Disclosure Package to enter into, and the Prospectus perform its obligations under, this Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-non- assessable and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySignificant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto As of the completion of the Transactions contemplated by the Transaction Documents, each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All As of the completion of the Transactions contemplated in the Transaction Documents, except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interestLien (as defined below), mortgage, pledge, lien, encumbrance, claim except for those arising securing indebtedness under any credit facility the Existing Credit Facilities or loan agreement (“those which will secure the indebtedness under the New Credit Facilities”) to which the Company Facility, or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 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 security holder securityholder of such Subsidiary.. The only subsidiaries of the Company as of the completion of the Transactions contemplated by this Agreement are (A) the subsidiaries listed on Exhibit 21.1 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. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 0000 Xxx) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company), and each such Subsidiary if any, has been duly organized and is validly existing as a corporation corporation, limited liability company, partnership or real estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation (either formation, as the Republic of the Xxxxxxxx Islands or Malta)case may be, has corporate corporate, limited liability company, partnership or trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company, partnership or real estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock shares of each Subsidiary has have been duly authorized and are validly issued and is issued, fully paid and non-assessable and is are or will be owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding capital shares of capital stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any security holder securityholder of such Subsidiary.

Good Standing of Subsidiaries. The subsidiaries listed Company represents and warrants that set forth on Schedule 2.11 hereto B are each of its subsidiaries that are material, financial or otherwise, to the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise (each a “Subsidiary” and collectively, the “Subsidiaries”) and set forth on Schedule C are the only subsidiaries which each of its joint ventures (that are currently material not also Subsidiaries) that are material, financial or otherwise, to the earnings, business and operations affairs or business prospects of the CompanyCompany and its subsidiaries considered as one enterprise (each a “Joint Venture” and collectively, the “Joint Ventures”). Each Subsidiary and each such Subsidiary Joint Venture has been duly organized and is validly existing as a corporation corporation, limited liability company, limited partnership or limited liability limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or formation (either formation, except where the Republic of the Xxxxxxxx Islands failure so to qualify or Malta)to be in good standing would not reasonably be expected to result in a Material Adverse Effect, has corporate or other applicable entity, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other applicable entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, General Disclosure Package and the Prospectus all of the issued and outstanding capital stock or other applicable entity interests, which are owned directly or indirectly by the Company, of each such Subsidiary and Joint Venture has been duly authorized and validly issued and issued, is fully paid and and, in the case of capital stock, non-assessable and, in the case of any other equity interests, exempts the holder thereof from any expense or liability beyond the amount of such holder’s investment except as otherwise described in the Registration Statement, General Disclosure Package and the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect, and, each of the shares of capital stock or other applicable entity interests owned, directly or indirectly by the Company, is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock or other applicable entity interests, which are owned directly or indirectly by the Company, of any Subsidiary or Joint Venture was issued in violation of the preemptive preemptive, co-sale, registration, right of first refusal or similar rights of any security holder securityholder of such Subsidiary.Subsidiary or Joint Venture or any other person. The only subsidiaries of the Company are (a) the Subsidiaries listed on Schedule B hereto and the Joint Ventures listed on Schedule C hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank), (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company), and each such Subsidiary has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)other organization, has all requisite corporate power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySignificant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation corporation, limited liability company, limited partnership, trust company, statutory business trust or bank in good standing under the laws of the its respective jurisdiction of its incorporation or formation (either organization with the Republic of the Xxxxxxxx Islands or Malta), has corporate power and authority (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus and is duly qualified as a foreign corporation organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. Except as otherwise disclosed in the General Disclosure Package and Final Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and non-assessable. All of the issued and outstanding shares of capital stock or other equity interests of each such Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock or other equity interest of any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder or equity holder of such Subsidiary. The only Subsidiaries of the Company are the Subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each Affiliate (as defined in the Prospectus) and each other “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital share capital, common stock or membership interests (as applicable) of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable assessable, and is the share capital, common stock or membership interests, as applicable, owned by the Company, directly or through one or more wholly-subsidiaries, are owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital share capital, common stock or membership interests (as applicable) of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 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. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations Each subsidiary of the Company, and Company ----------------------------- (other than subsidiaries in which the Company has only a minority ownership interest) (each such Subsidiary subsidiary, individually a "Subsidiary" and collectively, the "Subsidiaries") has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except for the pledge of the Subsidiaries' stock pursuant to the Credit Facility (as such term is defined in the Registration Statement) as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such SubsidiarySubsidiary or other party. The only Subsidiaries of the Company are the Subsidiaries listed on Exhibit 21 to the Registration Statement. Except as described in the Prospectuses, or except as would not be required to be described, the Company has no agreements, commitments, or understandings with respect to acquiring the business, stock or material assets, except those assets acquired in the ordinary course of business, of any other person or entity.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not be reasonably be expected likely to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none 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 security holder securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement (excluding any 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. The subsidiaries listed on Schedule 2.11 hereto Each Affiliate (as defined in the Prospectus) and each other “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital share capital, common stock or membership interests (as applicable) of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable assessable, and is the share capital, common stock or membership interests, as applicable, owned by the Company, directly or through one or more wholly-subsidiaries, are owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital share capital, common stock or membership interests (as applicable) of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement (which includes each Affiliate of the Company) and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Visible Equity, LLC (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation organization (either or such equivalent concept to the Republic extent it exists under the laws of the Xxxxxxxx Islands or Maltasuch jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable (or such equivalent concept to the extent it exists under the laws of such jurisdiction) and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for those arising under to the extent any credit facility such security interest, mortgage, pledge, lien, encumbrance or loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated claim would not, in the Registration Statementaggregate, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none reasonably be expected to result in a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary.. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) any 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. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are Bank is the only subsidiaries which are currently material to the business and operations “significant subsidiary” of the Company, Company (as such term is defined in Rule 1-02 of Regulation S-X) and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction State of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)Georgia, has all requisite corporate power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each Subsidiary has the Bank have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of any Subsidiary was the Bank were issued in violation of the any preemptive or similar rights of any security holder Person (as defined below) with respect to the acquisition of shares of capital stock of the Bank. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement. The deposit accounts of the Bank are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such Subsidiaryinsurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the Company’s only subsidiaries which are currently material to the business Gxxxx Cxxxxxx XXX 0000-0 Xxxxxxxx XXX, Xxxxx Xxxxxxx BDC 2010-1 LLC, GC SBIC IV-GP, Inc., GC SBIC IV-GP, LLC, GC SBIC IV, L.P., GC SBIC V-GP, LLC, GC SBIC V, L.P., Gxxxx Capital BDC Holdings LLC, Gxxxx Capital BDC Funding LLC, Senior Loan Fund LLC, Senior Loan Fund II LLC, Gxxxx Capital BDC CLO 2014 LLC, GC SBIC VI, L.P. and operations GC SBIC VI-GP, LLC. Each of the Company, and each such Subsidiary subsidiaries of the Company has been duly organized and is validly existing as a corporation and in good standing under the laws of the its jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation limited partnership, limited liability company or corporation, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary has subsidiary of the Company have been duly authorized and validly issued and is issued, are fully paid and non-assessable (to the extent such concepts are applicable) and is are owned directly or indirectly by the Company, directly or through one or more wholly-owned Subsidiaries, Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package Lien; and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock or other equity interests of any Subsidiary each subsidiary of the Company was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder securityholder of such Subsidiarysubsidiary or any other person.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Each Subsidiary has been is duly incorporated or organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified as a foreign corporation corporation, limited liability company, partnership or trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock of equity interests in each Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-non- assessable and is are owned by the Company, directly or through one or more wholly-owned Subsidiariesindirectly, free and clear of any security interestinterests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim except for those arising under any credit facility claims or loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequitable interests; none of the outstanding shares of capital stock of equity interests in any Subsidiary was issued in violation of, or subject to, any preemptive right, co-sale right, registration right, right of the preemptive first refusal or other similar rights of equity holders or any security holder other person arising by operation of such law, under the organizational documents of each Subsidiary, under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, and did not as of August 2, 2017, have any “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Each Subsidiary has been duly organized and is validly existing as a corporation corporation, partnership or limited company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation organization (either or such equivalent concept, as applicable under the Republic laws of the Xxxxxxxx Islands or Maltasuch jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Materials and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (or such equivalent concept, as applicable under the laws of such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting (or such equivalent concept) would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as disclosed in the Disclosure Materials, all of the issued and outstanding share capital stock or capital stock, as the case may be, of each Subsidiary has been duly authorized and validly issued and issued, is fully paid and are not subject to calls for any additional payments (non-assessable assessable) and is owned by the Company, directly or through one or more wholly-owned its Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of share capital stock or capital stock, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary. The only Subsidiaries of the Company are the Subsidiaries listed on Schedule 3.1(a) of the Disclosure Schedules.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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 “Significant Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation and, if applicable, in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)other organization, has corporate all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary has have been duly authorized and validly issued and is issued, are fully paid and non-assessable (subject, in the case of any Significant Subsidiary that is a New York banking corporation or national bank, to Section 114 of the New York Banking Law or 12 U.S.C. § 55, respectively) and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary was were issued in violation of the preemptive or similar rights of any security holder securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed under the caption “Subsidiaries” contained in Part I, Item I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of Manufacturers and Traders Trust Company and Wilmington Trust, National Association (each, a “Bank Subsidiary,” and, collectively, the “Bank Subsidiaries”) are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, contemplated. The Bank Subsidiaries have met all conditions of such insurance, including timely payment of the premiums.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule C hereto. Each of the subsidiaries, Heritage Bank and Central Valley Bank, is an insured bank under the provisions of the Federal Deposit Insurance Act, as amended. The deposit accounts of each of Heritage Bank and Central Valley Bank are insured up to the applicable limits by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the Company’s knowledge, threatened.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each subsidiary of the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except for those arising under any credit facility or loan agreement Credit Facilities (“Credit Facilities”as hereinafter defined) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing General Disclosure Package and the Prospectus or any related Security Agreement or Pledge AgreementProspectus; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary. The only vessel-owning Subsidiaries of the Company are the Subsidiaries listed on Schedule E-1 hereto and the only Subsidiaries that have contracted to acquire vessels are listed on Schedule E-2 hereto. Other than the Subsidiaries listed on Schedule E-1 and Schedule E-2 hereto, there are no material Subsidiaries of the Company.

Good Standing of Subsidiaries. The subsidiaries Each entity listed on Schedule 2.11 hereto Exhibit 21 to the Registration Statement (each a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company), and each such Subsidiary has been duly organized and organized, is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus Prospectus, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business, except where the failure to be so qualify qualified or to be in good standing is not resulting would not, singly or would not in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect. All of the issued and outstanding capital stock or other ownership interests of each Subsidiary has been duly authorized and validly issued and issued, is (as applicable) fully paid and non-assessable and is is, or upon consummation of the offering of the Securities will be, owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, or claim, except to the extent any such security interest, mortgage, pledge, lien, encumbrance, or claim 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 or contemplated would not, in the Registration Statementaggregate, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none reasonably be expected to result in a Material Adverse Effect. 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 security holder securityholder of such Subsidiary.. The Company does not, and will not upon consummation of the offering of the Securities, own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than (i) the entities listed on Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary would not constitute a “significant subsidiary,” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries Operating Partnership is the only Subsidiary that is a "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X). The only Subsidiaries of the Company are (A) the Subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material Exhibit 21 to the business Company's most recent Annual Report on Form 10-K and operations (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. Each of the Company, and each such Subsidiary Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation corporation, limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or formation (either organized and has the Republic of the Xxxxxxxx Islands or Malta), has corporate requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementProspectus, the Pricing Disclosure Package and the Prospectus and is duly qualified or registered as a foreign corporation to transact business corporation, limited partnership, general partnership or limited liability company, as applicable, and is in good standing in each the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or register would not reasonably be expected to result in a Material Adverse ChangeEffect. All the outstanding shares of the issued and outstanding capital stock stock, partnership interests, limited liability company interests or other equivalent equity interest of each such Subsidiary has been duly and validly authorized and validly issued and is are fully paid and non-assessable and is nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company, Company or the Operating Partnership either directly or through one or more wholly-owned Subsidiaries, Subsidiaries free and clear of any perfected security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility or loan agreement (“Credit Facilities”) to which the Company interest or any of its Subsidiaries is a party as disclosed in other security interests, claims, liens or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiaryencumbrances.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Banc of California, National Association (the “SubsidiariesBank”) are is a bank duly chartered under the only subsidiaries which are currently material to the business and operations laws of the CompanyUnited States of America to transact business as a national banking association and the charter of the Bank is in full force and effect. Each subsidiary (as defined in Rule 405 under the Securities Act) of the Company (each, and each such Subsidiary a “Subsidiary”) has been duly organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has the requisite corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interest of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and (to the extent applicable) non-assessable and is owned by the Company, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary arising by operation of law, or under the charter, bylaws or other organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. The Subsidiaries of the Company are those listed on Schedule D hereto. The only Subsidiary of the Company that constitutes a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X is the Bank (“Significant Subsidiary”). Except for the Subsidiaries, the Company does not own beneficially, directly or indirectly, more than five percent (5%) of any class of equity securities or similar interests in any corporation, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “significant subsidiary” (as defined in Regulation S-X promulgated under the 1933 Act; each a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary Company has been duly organized and incorporated or organized, is validly existing as a corporation in good standing under the laws of the jurisdiction (to the extent the concept of good standing or an equivalent concept is applicable under the laws of such jurisdiction) of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, as applicable, has the corporate power and authority (or similar company or partnership power and authority) to own, lease and operate own its properties property and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction (to the extent the concept of good standing or an equivalent concept is applicable under the laws of such jurisdiction) in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where to the extent that the failure to be so qualify qualified or to be in good standing is not resulting or would not reasonably be expected to result in have a Material Adverse Change. All Effect on the Company and its subsidiaries, taken as a whole; all of the issued and outstanding shares of capital stock (or equivalent equity interests, as applicable) of each Significant Subsidiary has of the Company have been duly and validly authorized and validly issued and is issued, are fully paid and non-assessable (to the extent such concepts are applicable with respect to such ownership interests) and is are owned directly by the Company, directly Company or through one or more of its wholly-owned Subsidiariessubsidiaries (except for directors’ qualifying shares), free and clear of any security interestall material liens, mortgageencumbrances, pledge, lien, encumbrance, claim except for those arising under any credit facility equities or loan agreement claims. The subsidiaries listed in Schedule E to this Agreement are the only “significant subsidiaries” (“Credit Facilities”as that term is defined in Rule 1-02(w) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none Regulation S-X of the outstanding shares of capital stock of any Subsidiary was issued in violation 1000 Xxx) of the preemptive or similar rights of any security holder of such SubsidiaryCompany.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations Each "significant subsidiary" of the CompanyCompany (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and, and each such Subsidiary collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)incorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, U.S. Prospectus and in the Pricing Disclosure Package and the Canadian Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit A hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X. The Company or one of its subsidiaries owns 44% of Compania Minera Xxxx Xxxx de Collahuasi S.C.M. ("Collahuasi") (which owns and operates the Collahuasi mine referred to in the Corporation's Annual Information Form dated April 30, 2003), free and clear of any pledge, lien, security interest, charge, claim or encumbrance, except for the joint venture agreement between the shareholders of Collahuasi in respect thereof and a pledge and grant of security interest therein in favor of certain lenders to Collahuasi.

Good Standing of Subsidiaries. The Company's only consolidated subsidiaries listed on are as set out in Schedule 2.11 hereto (the “Subsidiaries”) are the only subsidiaries which are currently material A hereto. The information with respect to the business subsidiaries set forth in Schedule A hereto is true and operations of the Companyaccurate in all material respects. Each subsidiary is a corporation duly incorporated, and each such Subsidiary has been duly organized and is validly existing as a corporation and in good standing and has filed its annual return or other information filings under applicable corporations information legislation for the most recent year in which it was required to make such filing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)incorporation, has corporate the requisite power and authority capacity to own, lease and operate its properties and to conduct its business as described in the Registration StatementCanadian Preliminary Prospectus, the U.S. Preliminary Prospectus, the Canadian Prospectus, the U.S. Prospectus and the Pricing Disclosure Package and the Prospectus and is duly qualified as a an extra-provincial or foreign corporation to transact business and is in good standing (in respect of the filing of annual returns where required or other information filings under applicable corporations information legislation) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse Change. All Effect; all of the issued and outstanding shares of capital stock of each Subsidiary has subsidiary have been duly authorized and validly issued and is issued, are fully paid and non-assessable and is are owned by the Company, Company directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock of any Subsidiary was subsidiary were issued in compliance with all applicable securities laws and were not issued in violation of the any preemptive rights, resale rights, rights of first refusal or similar rights of any security holder of such Subsidiaryrights.

Good Standing of Subsidiaries. The subsidiaries Hanover Community Bank (“Bank”) is a bank chartered under the laws of the State of New York to transact business as a state financial institution, and the charter of Bank is in full force and effect. Bank is the only “significant subsidiary” of Company (as such term is defined in Rule 1-02 of Regulation S-X) and is the only subsidiary of Company listed on Schedule 2.11 hereto Exhibit 21.1 to the Registration Statement (the “SubsidiariesSignificant Subsidiary”). Each other subsidiary (as defined in Rule 405 under the Securities Act) of Company (each, a “Subsidiary”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has the requisite corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly and validly authorized and validly issued and issued, is fully paid and non-assessable and is owned by the Company, directly or through one 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 loan agreement (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreementequity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder securityholder of such SubsidiarySubsidiary arising by operation of law, or under the articles of incorporation, bylaws or other organizational documents of Company or any Subsidiary or under any agreement to which Company or any Subsidiary is a party. The only Subsidiaries of Company are those listed on Annex D hereto, which includes (A) the Significant Subsidiary 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. Except for the Subsidiaries, Company does not own beneficially, directly or indirectly, more than five percent (5%) of any class of equity securities or similar interests in any corporation, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each significant subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including, without limitation, the Operating Partnership) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized or formed, as applicable, and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or formation (either the Republic of the Xxxxxxxx Islands or Malta)formation, has corporate corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign corporation to transact business entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting would not, singly or would not reasonably be expected to in the aggregate, result in a Material Adverse ChangeEffect. All Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of ownership interests in each Subsidiary has of the Company (including, without limitation, all of the issued and outstanding OP Units) have been duly authorized and validly issued and is issued, are fully paid and non-assessable nonassessable, were issued in accordance with all applicable securities laws and is are owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under or equity, and none of the outstanding ownership interests in any credit facility or loan agreement (“Credit Facilities”) to which Subsidiary of the Company were issued in violation of any preemptive rights, resale rights, rights of first offer or any refusal or other similar rights. The only subsidiaries of its Subsidiaries is a party as disclosed in the Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Company’s most recently filed Annual Report on Form 10-K, incorporated or contemplated deemed to be incorporated by reference in the Registration Statement, Pricing Disclosure Package and (B) certain other subsidiaries which, considered in the Prospectus or any related Security Agreement or Pledge Agreement; none aggregate as a single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Subsidiary.Regulation S-X.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each “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”) are the only subsidiaries which are currently material to the business and operations of the Company, and each such Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta)organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in a Material Adverse ChangeEffect. All 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 interests of each Subsidiary has been duly authorized and validly issued and issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through one or more wholly-owned Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim 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 or contemplated in the Registration Statement, Pricing Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none equity. 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 security holder securityholder of such Subsidiary. Except as listed on Schedule 1(a)(xii) hereto, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto Each of Xxxx'x Home Centers, Inc., a North Carolina corporation and LF Corporation, a Delaware corporation (together, the “"Significant Subsidiaries”) are "; such term has the only subsidiaries which are currently material to the business and operations of the Companymeaning set forth in Rule 1-02 under Regulation S-X), and each such Subsidiary has been is a corporation duly organized and is organized, validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or formation (either the Republic of the Xxxxxxxx Islands or Malta), has with corporate power and authority under such laws to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package business; and the Prospectus and each Significant Subsidiary is duly qualified to transact business as a foreign corporation to transact business and is in good standing in each other jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except where to the extent that the failure to so qualify or to be in good standing is not resulting or would not reasonably be expected to result in have a Material Adverse Changematerial adverse effect on the Company and its subsidiaries, considered as one enterprise. All of the issued and outstanding shares of capital stock of each Significant Subsidiary has have been duly authorized and validly issued and is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through one or more wholly-owned Significant Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrancesecurity interest, claim except for those arising under charge, claim, equity or encumbrance of any credit facility or loan agreement (“Credit Facilities”) to which kind. The only Significant Subsidiaries of the Company or any are those subsidiaries listed above in this subparagraph (vii). If the consummation of its Subsidiaries is the merger of the Company and Eagle Hardware & Garden, Inc., a party Washington corporation ("Eagle"), were to occur as disclosed in or contemplated of the date hereof, it would not be necessary to provide pro forma financial information with respect to Eagle and such merger in the Registration StatementProspectuses in order for the disclosure therein to comply with Rule 11-01 of Regulation S-X based on Eagle's financial statements as of January 31, Pricing 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 security holder of such Subsidiary1998.