Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the 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 to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. 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 have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant 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. Each “significant subsidiary” 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, except where the failure to be in good standing would not result in a Material Adverse Effect, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and any Issuer Free Writing Prospectus. Each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant Subsidiary have subsidiary has been duly authorized and validly issued, are is (as applicable) fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the Registration Statement and the Prospectus, (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the Registration Statement and the Prospectus and (iii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain does not own or control, directly or indirectly, any corporation, association or other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02 02(w) of Regulation S-X. The deposit accounts of each of X) other than the Company’s banking subsidiaries are insured up entities listed on Exhibit 21 to the applicable limits most recent Annual Report on Form 10-K incorporated by reference into the Deposit Insurance Fund Registration Statement. For the purposes of the Federal Deposit Insurance Corporation (the this Agreement, “FDIC”) to the fullest extent permitted by law subsidiary” means each direct 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 indirect subsidiary of the Company, threatenedincluding, without limitation, the Operating Partnership.

Good Standing of Subsidiaries. Each “significant subsidiary” 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”) has been duly organized or formed and is validly existing as a 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 other organization, has all requisite power (corporate or otherwise) and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign 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 would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed 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 subsidiary of the Company which is a corporation, have been duly authorized and validly issued, and are fully paid and non-assessable assessable, and are to the extent owned by the Company, Company or any of its subsidiaries (except for directors’ qualifying shares and as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or through subsidiariesindirectly 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 security interestof its subsidiaries (except as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or indirectly by the Company, mortgagefree and clear of all liens, pledgeencumbrances, lienequities or claims, encumbranceexcept, claim in the case of each subsidiary of the Company, for liens, encumbrances, equities or equity. None claims which individually or in the aggregate would not be material to the Company’s ownership of such subsidiary or to the Company’s exercise of its rights with respect to such subsidiary; and none of the outstanding shares of capital stock stock, partnership interests, membership interests or shares of or other equity interests in beneficial interests, as the case may be, of any Significant Subsidiary were subsidiary of the Company was issued in violation of the preemptive or similar rights of any securityholder of such Significant 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. 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the 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 to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. 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 have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant 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 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. Each The Company has provided complete and correct copies of the articles of incorporation and the bylaws (or comparable organizational documents) of the Company, the Operating Partnership and their subsidiaries (as defined under the Exchange Act) (each, a “Subsidiary” and collectively, the “Subsidiaries”) and all amendments thereto have been delivered and, except as set forth in the Registration Statement or any Incorporated Document, no changes therein will be made on or after the date hereof through and including each Applicable Time; the Company, through two wholly-owned Subsidiaries, owned approximately 92.7% of the outstanding OP Units as of June 30, 2015; each of the “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 405 of Regulation S-X) (including the Bank) Securities Act and ESS Holdings Business Trust I (each, a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and as a corporation, limited liability company, limited partnership or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite with full power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and Prospectus; each Subsidiary is duly qualified to transact do business as a foreign corporation, limited liability company, limited partnership or trust, as applicable, and is in good standing in each jurisdiction in which such qualification is required, whether by reason of where the ownership or leasing of property its properties or the conduct of businessits business requires such qualification, except where the failure to be so qualify or to be qualified and in good standing would not, singly individually or in the aggregate, result in have a Material Adverse Effect. Except as described in ; each of the Registration Statement, the General Disclosure Package Company and the Prospectus, Operating Partnership has no “significant subsidiary,” other than as set forth in Annex A hereto; all of the issued and outstanding shares of capital stock of or other equity interests in of each Significant Subsidiary of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and assessable, as applicable, and, with respect to such securities, are owned directly or indirectly by the Company, directly Company or through subsidiaries, free and clear of any the Operating Partnership subject to no security interest, mortgageother encumbrance or adverse claims; and no options, pledgewarrants or other rights to purchase, lien, encumbrance, claim agreements or equity. None of the outstanding other obligations to issue or other rights to convert any obligation into shares of capital stock of or other equity ownership interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company Subsidiaries 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, threatenedoutstanding.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (including the Bank) (each, each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized or formed and is validly existing and as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in 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 qualified would not reasonably be expected to be in good standing would not, singly or in the aggregate, result in have a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares equity securities of capital stock of or other equity interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder stockholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (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 or such amendment 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, threatenedRegistration Statement.

Good Standing of Subsidiaries. Each The Company has provided complete and correct copies of the articles of incorporation and the bylaws (or comparable organizational documents) of the Company, the Operating Partnership and their subsidiaries (as defined under the Exchange Act) (each, a “Subsidiary” and collectively, the “Subsidiaries”) and all amendments thereto have been delivered and, except as set forth in the Registration Statement or any Incorporated Document, no changes therein will be made on or after the date hereof through and including each Applicable Time; the Company, through two wholly-owned Subsidiaries, owned approximately 93.0% of the outstanding OP Units as of March 31, 2016; each of the “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 405 of Regulation S-X) (including the Bank) Securities Act and ESS Holdings Business Trust I (each, a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and as a corporation, limited liability company, limited partnership or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite with full power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and Prospectus; each Subsidiary is duly qualified to transact do business as a foreign corporation, limited liability company, limited partnership or trust, as applicable, and is in good standing in each jurisdiction in which such qualification is required, whether by reason of where the ownership or leasing of property its properties or the conduct of businessits business requires such qualification, except where the failure to be so qualify or to be qualified and in good standing would not, singly individually or in the aggregate, result in have a Material Adverse Effect. Except as described in ; each of the Registration Statement, the General Disclosure Package Company and the Prospectus, Operating Partnership has no “significant subsidiary,” other than as set forth in Annex A hereto; all of the issued and outstanding shares of capital stock of or other equity interests in of each Significant Subsidiary of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and assessable, as applicable, and, with respect to such securities, are owned directly or indirectly by the Company, directly Company or through subsidiaries, free and clear of any the Operating Partnership subject to no security interest, mortgageother encumbrance or adverse claims; and no options, pledgewarrants or other rights to purchase, lien, encumbrance, claim agreements or equity. None of the outstanding other obligations to issue or other rights to convert any obligation into shares of capital stock of or other equity ownership interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company Subsidiaries 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, threatenedoutstanding.

Good Standing of Subsidiaries. Each The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) X are the Subsidiaries listed on Schedule 4 hereto. Neither the Company nor the Partnership has any direct corporate subsidiaries other than CBL & Associates Management, Inc. (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant SubsidiariesManagement Company”) ), CBL Holdings I, CBL Holdings II, Xxxxxxxx Insurance Company, LLC, Chattanooga Insurance Company, Ltd. and DM-Cayman II, Inc. Each of the Subsidiaries of the Company or the Partnership has been duly incorporated or organized and is validly existing and as a corporation, limited partnership, general partnership, business trust or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or other organization, organized and has all the requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus andProspectus, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact or registered as a foreign corporation, limited partnership, general partnership, business trust 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 qualify, register or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in the Registration Statementfor limited liability company interests of XX Xxxxxxx-Salem LLC that have been pledged by CBL/J I, the General Disclosure Package and the ProspectusLLC to CW Joint Venture, LLC, all of the issued and outstanding shares of capital stock of stock, partnership interests, limited liability company interests or other equivalent equity interests in of each Significant such Subsidiary have been duly authorized and validly issued, issued and are fully paid and non-assessable assessable, and, except as otherwise set forth in each of the Registration Statement and 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 CompanyCompany or the Partnership, as applicable, either directly or through subsidiaries, wholly-owned Subsidiaries free and clear of any perfected security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary interest or any other entity. The only subsidiaries of the Company are security interests, claims, liens or encumbrances (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, threatenedthan any transfer restrictions related thereto).

Good Standing of Subsidiaries. Each “significant subsidiary” 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, except where the failure to be in good standing would not result in a Material Adverse Effect, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and Prospectus. Each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant Subsidiary have subsidiary has been duly authorized and validly issued, are is (as applicable) fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (A) as described in the Registration Statement, the General Disclosure Package and the Prospectus, (B) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the Registration Statement, the General Disclosure Package and the Prospectus and (C) any security interest, mortgage, pledge, lien, encumbrance, claim or equity that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain does not own or control, directly or indirectly, any corporation, association or other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02 02(w) of Regulation S-X. The deposit accounts X) other than the entities listed on Exhibit D hereto. For the purposes of this Agreement, “subsidiary” means 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 direct 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 indirect subsidiary of the Company, threatenedincluding, without limitation, the Operating Partnership.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) of each Blue Bird Party (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organizationorganization (to the extent the concept of “good standing” is applicable in each such jurisdiction), has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified 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 would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as described otherwise disclosed 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 have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned directly or indirectly by the Companyapplicable Blue Bird Party, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. 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, threatenedStatement.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (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 (including the Bank) (each, each a “Significant Subsidiary” "SUBSIDIARY" and, collectively, the “Significant Subsidiaries”"SUBSIDIARIES") has been duly organized and is validly existing and as a 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 other organization, has all requisite organizational power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement 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 would not, singly or in the aggregate, result in a Material Adverse Effect. Except ; except as described otherwise disclosed 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 ownership interests in of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable (to the extent applicable) and are owned to the extent owned, directly or indirectly, by the Company, directly or through subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (Aa) the subsidiaries listed on Exhibit 21 to the Registration Statement and (Bb) certain other subsidiaries which, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” within the meaning of " as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized or formed and is validly existing as a 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 other organization, has all requisite power (corporate or otherwise) and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Information 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, 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 would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary subsidiary of the Company which is a corporation, have been duly authorized and validly issued, issued and are fully paid and non-assessable assessable, and are to the extent owned by the CompanyCompany or any of its subsidiaries (except for directors’ qualifying shares and as described or reflected generally in the Registration Statement, the Time of Sale Information and the Prospectus) are owned directly or through subsidiariesindirectly 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 security interestof its subsidiaries (except as described or reflected generally in the Registration Statement, mortgagethe Time of Sale Information and the Prospectus) are owned directly or indirectly by the Company, pledgefree and clear of all liens, lienencumbrances, encumbranceequities or claims, claim except, in the case of each subsidiary of the Company, for liens, encumbrances, equities or equity. None claims which individually or in the aggregate would not be material to the Company’s ownership of such subsidiary or to the Company’s exercise of its rights with respect to such subsidiary; and none of the outstanding shares of capital stock stock, partnership interests, membership interests or shares of or other equity interests in beneficial interests, as the case may be, of any Significant Subsidiary were subsidiary of the Company was issued in violation of the preemptive or similar rights of any securityholder of such Significant 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. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, 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 so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. 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 such Subsidiary have has been duly authorized and validly issued, are issued and is fully paid and non-non assessable and are is owned by the Company, directly or through subsidiarieswholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity except for those arising under Credit Facilities (as hereinafter defined) as disclosed in the Registration Statement, General Disclosure Package and the Prospectus; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries vessel-owning Subsidiaries of the Company are (A) the subsidiaries Subsidiaries listed on Exhibit 21 Schedule F-1 hereto and the only Subsidiaries that have contracted to acquire vessels are listed on Schedule F-2 hereto. Other than the Registration Statement Subsidiaries listed on Schedule F-1 and (B) certain other subsidiaries whichSchedule F-2 hereto, 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 there are no material Subsidiaries 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. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including X promulgated under the Bank0000 Xxx) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) ), if any, has been duly organized and is validly existing and as a corporation, limited liability company or limited partnership in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate, limited liability company or partnership power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly individually or in the aggregate, result in a Material Adverse Effect. Except as described otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares capital stock, limited liability company member interests or partnership interests of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and are validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiariessubsidiaries (with the exception of the preferred stock of AutoZone Development Corporation, of which the Company owns, directly and indirectly, 1,088 shares and others own 112 shares), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock stock, limited liability company member interests or partnership interest of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or other similar rights of any securityholder of such Significant 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, threatenedSubsidiary.

Good Standing of Subsidiaries. Each The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) (including X are the Bank) (each, a “Significant Subsidiary” and, collectively, Subsidiaries listed on Exhibit 21.1 to the “Significant Subsidiaries”) Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing and as a 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 other organization, organized and has all the requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus andProspectus, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business or registered as a foreign 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 in good standing register would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in All the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of stock, partnership interests, limited liability company interests or other equivalent equity interests in of each Significant such Subsidiary have been duly authorized and validly issued, issued and are fully paid and non-assessable assessable, and, except (i) as otherwise set forth in each of the Registration Statement and 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 subsidiaries, Subsidiaries free and clear of any perfected security interestinterest or any other security interests, mortgagemortgages, pledgepledges, lienliens, encumbranceencumbrances, claim claims in law or in equity. None , and none of the outstanding shares of capital stock of stock, partnership interests, limited liability company interests or other equivalent equity interests in any Significant Subsidiary of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder security of each Subsidiary, except such Significant Subsidiary violations as would not, individually 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 aggregate, reasonably be expected to result in 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, threatenedMaterial Adverse Effect.

Good Standing of Subsidiaries. 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of stock, membership or other equity interests in of each Significant Subsidiary have been duly authorized and validly issued, to the extent such Subsidiary is a corporation, are fully paid and non-assessable and are owned by the Company, directly or indirectly through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of stock, membership interest or other equity interests in of any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 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” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and as a limited liability company in good standing under the laws of the jurisdiction State of its incorporation or other organization, Delaware and has all requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or 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 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 would not, singly individually or in the aggregate, result in a Material Adverse Effect. Except ; except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of limited liability company interests, membership interests or other equity similar interests in of each Significant Subsidiary such subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None Lien other than those arising under the Existing Credit Agreement; and none of the issued and outstanding shares of capital stock of limited liability company interests, membership interests or other equity similar interests in of any Significant Subsidiary were such subsidiary was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Significant Subsidiary subsidiary or any other entityperson. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to B hereto. Any subsidiaries of the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a Company which are “significant subsidiarysubsidiaries” within the meaning of as defined by Rule 1-02 of Regulation S-X. The deposit accounts of each of X are listed on Exhibit B hereto under the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the caption “FDICMaterial Subsidiaries.”) 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. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) of each XPO Party (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organizationorganization (to the extent the concept of “good standing” is applicable in each such jurisdiction), has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified 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 would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable (to the extent such concepts are applicable in each such jurisdiction) and are is owned directly or indirectly by the Companyapplicable XPO Party or XPO Holdings LLC, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity other than those arising under the credit agreements described in the General Disclosure Package and the Prospectus and filed as exhibits to the Registration Statement. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries 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” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the 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 to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. 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 have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant 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. 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. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (eachYETI Coolers, LLC, a “Significant Subsidiary” andDelaware limited liability company, collectivelyand YETI Custom Drinkware, LLC, a Delaware limited liability company (together, the “Significant Subsidiaries”) ), has been duly organized and is validly existing and in good standing under the laws of the jurisdiction State of its incorporation or other organizationDelaware, has all requisite limited liability company power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed 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 of each Significant Subsidiary of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiariesCompany directly, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, except to the extent any such security interest, mortgage, pledge, lien encumbrance or claim or equitywould not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary of either of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder equity holder of such Significant Subsidiary or any other entitySubsidiaries. The only subsidiaries of the Company are does not own or control, directly or indirectly, any corporation, association or other entity other than (Ai) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and (Bii) certain such other subsidiaries entities omitted from Exhibit 21.1 which, when such omitted entities are considered in the aggregate as a single subsidiary, do would not constitute a “significant subsidiary” within the meaning of Rule 1-02 02(w) 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) identified on Schedule D hereto (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would notnot result in a Material Adverse Effect. Each subsidiary of the Company which conducts business as a bank is duly authorized to conduct such banking business in each jurisdiction in which such banking business is conducted or is validly existing as a national banking association under the laws of the United States, singly except in each case where the failure to be so authorized or be in the aggregate, valid existence would not result in a Material Adverse Effect. Except as described otherwise disclosed 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 have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (Aa) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K incorporated by reference into the Registration Statement and (Bb) certain other unregulated subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” of The Company has no direct or indirect subsidiaries that are consolidated with the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) for financial reporting purposes under GAAP (each, a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) other than SVCP, TCPC Funding I, LLC and TCPC SBIC, LP (“TCPC SBIC”). Each Subsidiary has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, and to enter into, into and perform its obligations under, under this Agreement and the Company Agreements, as applicable; and each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed 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 ownership interests in of each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are Except (A) the subsidiaries listed on Exhibit 21 to as set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus and (B) certain 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 subsidiaries whichequity or debt securities of any corporation or have any equity or debt interest in any firm, considered in the aggregate as partnership, joint venture, association or other entity that is not 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, threatenedSubsidiary.

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

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing or equivalent status under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, 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 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 or equivalent status would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares equity securities of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly 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 limited to the extent set forth in such Subsidiary’s organizational documents) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim 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 “ABL 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 equitysupplemented, the “Notes Indenture”), as disclosed in the General Disclosure Package; and (3) as contemplated by the liens, encumbrances or defects in place as of the date hereof in connection with other debt outstanding as disclosed in the General Disclosure Package. None of the outstanding shares equity securities of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the any preemptive or similar rights of any securityholder of such Significant 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, threatenedSubsidiary.

Good Standing of Subsidiaries. Each Affiliate (as defined in the Prospectus) and each other “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares share capital, common stock or membership interests (as applicable) of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable assessable, and are the share capital, common stock or membership interests, as applicable, owned by the Company, directly or through subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares share capital, common stock or membership interests (as applicable) of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement 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” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as such term is defined in Rule 1are the subsidiaries listed on Exhibit 21.1 to the 10-02 of Regulation S-X) (including the Bank) 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 “Significant Subsidiary” and, Delaware limited liability company) (collectively, the “Significant Subsidiaries”) ). Each of the Operating Partnership and each other Subsidiary has been duly organized and is validly existing and as a 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 other organization, has all requisite power the partnership, trust or corporate power, as the case may be, and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement 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 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 would not, singly or in the aggregate, not result in a Material Adverse Effect. Except ; except as described otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in of each Significant Subsidiary Subsidiary, have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in of any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant 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, threatenedSubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company Company, other than those set forth on Schedule D (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (eacheach subsidiary other than those set forth on Schedule D, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) ), has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding shares of capital stock or partnership or membership interests of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the CompanyCompany (except in the case of any foreign subsidiaries, for director’s qualifying shares), directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus 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 or other equity interests as disclosed in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entityGeneral Disclosure Package. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement Company’s Annual Report on Form 10-K (the “Form 10-K”) or 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” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company or the Operating Partnership (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”) is listed on Schedule D hereto, has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus andProspectus, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of of, or other equity interests in ownership interest in, each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the CompanyCompany or the Operating Partnership, as applicable, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of of, or other equity interests in ownership interest in, any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The Except for subsidiaries formed since the end of the most recent fiscal year, the only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement Company’s Annual Report on Form 10-K for the most recently ended fiscal year and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the each Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the each Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. 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 have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant 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. Each “significant subsidiary” The only subsidiaries of the Company (as such term is defined in Rule 1are the subsidiaries listed on Exhibit 21.1 to the 10-02 of Regulation S-X) (including the Bank) 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 “Significant Subsidiary” and, Delaware limited liability company) (collectively, the “Significant Subsidiaries”) ). Each of the Operating Partnership and each other Subsidiary has been duly organized and is validly existing and as a 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 other organization, has all requisite power the partnership, trust or corporate power, as the case may be, and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement 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 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 would not, singly or in the aggregate, not result in a Material Adverse Effect. Except ; except as described otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in of each Significant Subsidiary Subsidiary, have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in of any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant 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, threatenedSubsidiary.

Good Standing of Subsidiaries. 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus andProspectus, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed 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 have has been duly authorized and validly issued, are is fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and are except as otherwise described in the Registration Statement, the General Disclosure Package and the Prospectus) and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (other than liens granted in connection with the Credit Facilities and Senior Secured Notes (each as defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)). None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement 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” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including X under the Bank1933 Act) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been is duly organized incorporated or formed, as the case may be, and is validly existing and (where applicable in the relevant jurisdiction) in good standing under the laws of the its jurisdiction of its incorporation or other organizationformation, as the case may be, and has all requisite corporate, limited liability company, partnership or similar power and authority authority, as the case may be, to own, lease and operate its properties, to properties and conduct its business as now conducted and as described in the Registration Statement, the 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 to transact business and is in good 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 would not, singly individually or in the aggregate, result reasonably be expected to have a Material Adverse Effect. 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 described otherwise disclosed 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 have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (other than liens securing the Credit Agreement and the 2026 Notes (as each is defined in the General Disclosure Package) and other immaterial liens). None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 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” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. (A) Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and CHS, Community Health Investment Corporation, CHS Professional Service Corporation and Hallmark Healthcare Corporation and each other subsidiary which is a hospital holding company or an operating hospital (including the Bank) (each, each a “Significant "Subsidiary” " and, collectively, the “Significant "Subsidiaries”") has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement 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 would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed in Exhibit 21 to 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 such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity and none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (Aa) the subsidiaries listed on Exhibit 21 to the Registration Statement and (Bb) certain other subsidiaries which, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” within the meaning of " as defined in Rule 1-02 of Regulation S-X. The deposit accounts of X. (B) Except to the extent disclosed in Exhibit 21 to the Registration Statement, each of the Company’s banking subsidiaries are insured up to hospitals described in the applicable limits Prospectuses as owned or leased by the Deposit Insurance Fund Company is owned or leased and operated by a Subsidiary of which the Company directly or indirectly owns 100% of the Federal Deposit Insurance Corporation outstanding ownership interests. Except as disclosed in the Prospectuses, there are no encumbrances or restrictions on the ability of any Subsidiary (the “FDIC”i) to the fullest extent permitted by law and the rules and regulations of the FDICpay any dividends or make any distributions on such Subsidiary's capital stock, and no proceeding for the revocation (ii) to make any loans or termination of such insurance is pending oradvances to, to the knowledge of or investments in, the Company, threatenedCHS or any other Subsidiary, or (iii) to transfer any of its property or assets to the Company, CHS or any other Subsidiary.

Good Standing of Subsidiaries. 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” Company’s domestic subsidiaries and, collectivelyexcept with respect to such jurisdictions where the failure to be duly incorporated or formed, to be in good standing or to have such power and authority would not, individually or in the aggregate, result in a Material Adverse Effect, the “Significant Subsidiaries”) Company’s non-domestic subsidiaries, has been duly organized incorporated or formed, as applicable, and is validly existing and as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or other organizationformation, as applicable, and has all requisite corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case Prospectus. Each of the Bank, to enter into, and perform its obligations under, this Agreement and Company’s subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, singly individually or in the aggregate, result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding shares of capital stock of or membership interests or other equity interests in of each Significant Subsidiary have subsidiary of the Company has been duly authorized and validly issued, are is fully paid and non-assessable assessable, except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and are not as a result of any rights contained in the organizational documents and is owned by the Company, directly or through subsidiaries, except in the case of one or more foreign subsidiaries where directors of the Company hold nominee shares as required by local law, and, except as disclosed in the General Disclosure Package and the Prospectus, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than any permitted collateral lien or mortgage under the Company’s outstanding indebtedness as described in the Registration Statement, the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant Subsidiary have subsidiary has been duly authorized and validly issued, are is (as applicable) fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the General Disclosure Package and the Prospectus and (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The only subsidiaries Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the Company are (A) the subsidiaries entities listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries whichStatement. For the purposes of this Agreement, 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 means 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 direct 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 indirect subsidiary of the Company, threatenedincluding, without limitation, the Operating Partnership.

Good Standing of Subsidiaries. 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed 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 have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant 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 entitySubsidiary 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 (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, threatenedStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-XX promulgated by the Commission) (including the Bank) (each, each a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) ), which includes, without limitation, the Operating Partnership, Sunstone Hotel TRS Lessee, Inc., a Delaware corporation, Xxxxxxxx X0, LLC, a Delaware limited liability company, Sunstone Wharf, LLC, a Delaware limited liability company, One Park Boulevard, LLC, a Delaware limited liability company, Times Square Hotel Owner, LLC, a Delaware limited liability company, Sunstone Wharf, Lessee, Inc., a Delaware corporation, Sunstone K9 Lessee, Inc., a Delaware corporation, Sunstone Park Lessee, LLC, a Delaware limited liability company and Times Square Hotel Operating Lessee, LLC, a Delaware limited liability company, has been duly incorporated or organized and is validly existing and 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 other organization, has all requisite formation with the power and authority (corporate and otherwise) to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, 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 (which jurisdictions are set forth on Exhibit D attached hereto) 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 the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except ; except as described otherwise disclosed 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 ownership interests in of each Significant Subsidiary have of its subsidiaries has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, Company or the Operating Partnership directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were subsidiary of the Company was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The only subsidiaries of the Company are (Aa) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement annual report of the Company on Form 10-K for the year ended December 31, 2011, and (Bb) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of as defined in 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 X promulgated 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, threatenedCommission.

Good Standing of Subsidiaries. Each “significant subsidiary” 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, except where the failure to be in good standing would not result in a Material Adverse Effect, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and Prospectus. Each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant Subsidiary have subsidiary has been duly authorized and validly issued, are is (as applicable) fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the Registration Statement, the General Disclosure Package and the Prospectus and (iii) any security interest, mortgage, pledge, lien, encumbrance or claim that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain does not own or control, directly or indirectly, any corporation, association or other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02 02(w) of Regulation S-X. The deposit accounts of each of X) other than the Company’s banking subsidiaries are insured up entities listed on Exhibit 21 to the applicable limits most recent Annual Report on Form 10-K incorporated by reference into the Deposit Insurance Fund Registration Statement. For the purposes of the Federal Deposit Insurance Corporation (the this Agreement, “FDIC”) to the fullest extent permitted by law subsidiary” means each direct 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 indirect subsidiary of the Company, threatenedincluding, without limitation, the Operating Partnership.

Good Standing of Subsidiaries. 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the 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 to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. 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 have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement 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 each of the Company’s banking subsidiaries 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. Each The Bank, which is the only “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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the 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 to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. 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 the Bank have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary the Bank were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary 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 insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each “significant subsidiary” Washington Mutual Bank fsb ("WMBfsb") has been duly organized and is validly existing as a federally chartered stock savings bank and is a stockholder and customer in good standing of the Federal Home Loan Bank of Seattle ("FHLBS"); WMBfsb's deposit accounts are insured up to applicable limits by the Federal Deposit Insurance Corporation ("FDIC"); and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or WMBfsb, threatened. Washington Mutual Bank (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”"WMB") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction State of its incorporation Washington and is a stockholder and customer in good standing of the FHLBS; WMB's deposit accounts are insured up to applicable limits by the FDIC; and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or WMB, threatened. American Savings Bank, F.A. ("ASB") has been duly organized and is validly existing as a federally chartered stock savings association and is a stockholder and customer in good standing of the Federal Home Loan Bank of San Francisco; ASB's deposit accounts are insured up to applicable limits by the FDIC; and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or ASB, threatened. WMBfsb, WMB and ASB (collectively, the "Subsidiaries") are the only "significant subsidiaries" (as such term is defined in Rule 1-02 of Regulation S-X) of the Company (and all of the subsidiaries of the Company other organizationthan the Subsidiaries, if considered in the aggregate as one subsidiary, would not constitute a significant subsidiary) and each of the Company's subsidiaries has all requisite the corporate power and authority to own, lease and operate its properties, properties and to conduct its business in all material respects as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement Prospectuses and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except ; except as described otherwise disclosed 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 have of WMBfsb, WMB and ASB has been duly authorized and validly issued, are is fully paid and non-assessable nonassessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of any of WMBfsb, WMB or other equity interests in any Significant Subsidiary were ASB was issued in violation of the preemptive or similar rights of any securityholder of such Significant 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. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (including the Bank) (each, each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized or formed and is validly existing and as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in 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 qualified would not reasonably be expected to be in good standing would not, singly or in the aggregate, result in have a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares equity securities of capital stock of or other equity interests in each Significant such Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder stockholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (A) the subsidiaries listed on Exhibit 21 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” 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 or such amendment 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, threatenedRegistration Statement.

Good Standing of Subsidiaries. Each consolidated subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly incorporated or organized and is validly existing as a corporation, limited liability company or partnership in good standing under the laws of the jurisdiction of its incorporation or organization, has 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 Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability or partnership to transact business and is in good standing in each jurisdiction in which it owns or leases substantial properties or in which the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to result in a material adverse affect 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, limited liability membership interests or partnership interests of each Subsidiary has been duly authorized and validly issued and, with respect to outstanding capital stock, is fully paid and non-assessable, and 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 Subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except as set forth or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, and except for such security interest, mortgage, pledge, lien, encumbrance, claim or equity the enforcement of which, individually or in the aggregate, would not reasonably be expected to result in a material adverse affect on the Company and its Subsidiaries considered as one enterprise. The only subsidiaries that are “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-XX promulgated under the 0000 Xxx) are United States Cellular Corporation and TDS Telecommunications Corporation (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization), has all requisite power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the 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 to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. 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 have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder not including subsidiaries of such Significant Subsidiary or any other entity. The only subsidiaries of Subsidiaries which would satisfy the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered test 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 X promulgated under 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, threatened1933 Act if considered separately.

Good Standing of Subsidiaries. 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, LLC, a Missouri limited liability company (each, a “"Significant Subsidiary” " and, collectively, the “"Significant Subsidiaries”") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the 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 to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-non- assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries 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 '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. Each “significant subsidiary” The Company represents and warrants that set forth on Schedule C 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 (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) and set forth on Schedule D are each of its joint ventures (that are not also 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 “Joint Venture” and collectively, the “Joint Ventures”). Each Subsidiary and Joint Venture has been duly organized and is validly existing and as a 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, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect, has corporate or other organizationapplicable entity, has all requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement 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 would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except ; except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus all of the issued and outstanding shares of capital stock of or other equity interests in applicable entity interests, which are owned directly or indirectly by the Company, of each Significant such Subsidiary have and Joint Venture has been duly authorized and validly issued, are 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 are 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 subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in applicable entity interests, which are owned directly or indirectly by the Company, of any Significant Subsidiary were or Joint Venture was issued in violation of the preemptive preemptive, co-sale, registration, right of first refusal or similar rights of any securityholder of such Significant Subsidiary or Joint Venture or any other entityperson. The only subsidiaries of the Company are (Aa) the subsidiaries Subsidiaries listed on Exhibit 21 to Schedule C hereto and the Registration Statement Joint Ventures listed on Schedule D hereto and (Bb) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, except where the failure to be in good standing would not result in a Material Adverse Effect, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and any Issuer Free Writing Prospectus. Each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant Subsidiary have subsidiary has been duly authorized and validly issued, are is (as applicable) fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the Registration Statement and the Prospectus, (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the Registration Statement and the Prospectus and (iii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The only subsidiaries As of the date hereof, the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain does not own or control, directly or indirectly, any corporation, association or other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02 02(w) of Regulation S-X. The deposit accounts X) other than the entities listed on Exhibit H hereto. For the purposes of this Agreement, “subsidiary” means 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 direct 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 indirect subsidiary of the Company, threatenedincluding, without limitation, the Operating Partnership.

Good Standing of Subsidiaries. Each “significant subsidiarySignificant Subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) and each subsidiary of the Company that owns any real property (including the Bank) (each, each a “Significant Property Subsidiary” collectively and, collectivelytogether with the Significant Subsidiaries, the “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing and as a corporation, limited partnership, general partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or other organizationorganized, has all requisite with full corporate, partnership or limited liability company power and authority to own, lease and operate operate, as the case may be, its properties, properties and to conduct its business as described in the Registration Statement, the 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, limited partnership, general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where in any case in which the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each Significant Subsidiary and each Property Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable. Except as described otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of stock, partnership interests, limited liability company interests or other equivalent equity interests in each of the Significant Subsidiary have been duly authorized Subsidiaries and validly issued, are fully paid and non-assessable and the Property Subsidiaries are owned by the Company, Company either directly or through subsidiaries, wholly owned subsidiaries of the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and none of the outstanding shares of capital stock of stock, partnership interests, limited liability company interests or other equivalent equity interests in of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Significant 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, threatenedSubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant Subsidiary have subsidiary has been duly authorized and validly issued, are is (as applicable) fully paid and non-assessable and are is, or upon consummation of the Formation Transactions will be, owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the General Disclosure Package and the Prospectus and (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the General Disclosure Package and the Prospectus or to be repaid in connection with the offering contemplated therein. None of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The only subsidiaries Company does not, and will not upon consummation of the Company are Formation Transactions, own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant subsidiary” (Awithin the meaning of Rule 1-02(w) of Regulation S-X) other than the subsidiaries entities listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries whichStatement. For the purposes of this Agreement, 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 means 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 direct 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 indirect subsidiary of the Company, threatenedincluding, without limitation, the Operating Partnership, and upon consummation of the Formation Transactions, each of the entities which contributed, directly or indirectly, to the Operating Partnership in the Formation Transactions.

Good Standing of Subsidiaries. Each Xxxxxx Xxxxxxx Savings (the “Bank”) 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 “significant subsidiary” (“Significant Subsidiary”) of the Company (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) (including of the Bank) Company (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or other organization, has all the requisite corporate or organizational power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Pricing 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 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 would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary 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 other entityagreement to which the Company or any Subsidiary is a party. The only subsidiaries Subsidiaries of the Company are (A) those listed on Schedule IV hereto. The only Subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement and Statement. Except for the Subsidiaries, the Company does not own beneficially, directly or indirectly, more than five percent (B5%) certain other subsidiaries whichof any class of equity securities or similar interests in any corporation, considered in the aggregate as a single subsidiarybusiness trust, 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 FDICassociation or similar organization, and no proceeding for the revocation is not, directly or termination of such insurance is pending orindirectly, a partner in any partnership or party to the knowledge of the Company, threatenedany joint venture.

Good Standing of Subsidiaries. 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”) ), has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the 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 to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. 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 have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant 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. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) (including the Bank) (each, each a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) ), which includes, without limitation, the Operating Partnership, Sunstone Hotel TRS Lessee, Inc., a Delaware corporation, Buy Efficient, L.L.C., a Delaware limited liability company, and Sunstone Century Star, LLC, a Delaware limited liability company, has been duly incorporated or organized and is validly existing and 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 other organization, has all requisite formation with the power and authority (corporate and otherwise) to own, lease own its properties and operate its properties, to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case Prospectus. Each of the Bank, to enter into, and perform its obligations under, this Agreement and Subsidiaries is duly qualified to transact do business and is as a foreign corporation in good standing in each jurisdiction (which jurisdictions are set forth on Exhibit E attached hereto) 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 the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in not have a Material Adverse Effect. Except , except as described otherwise disclosed 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 ownership interests in of each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company or the Operating Partnership directly or indirectly (other than the membership interests (the “Common Units”) of the Operating Partnership issued to Sunstone Hotel Investors, L.L.C., Sunstone/WB Hotel Investors IV, LLC, WB Hotel Investors, LLC and Sunstone/WB Manhattan Beach, LLC (collectively, the “Contributing Entities”) in connection with the transactions contemplated by the Structuring and Contribution Agreement dated as of July 4, 2004, by and among the Operating Partnership, the Company, directly or through subsidiariesthe Contributing Entities and Alter SHP, LLC), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (Aa) the subsidiaries listed on Exhibit 21 to the Registration Statement and (Bb) certain other subsidiaries which, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “significant subsidiary” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiarySignificant Subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) and each subsidiary of the Company that owns any real property (including the Bank) (each, each a “Significant Property Subsidiary” collectively and, collectivelytogether with the Significant Subsidiaries, the “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing and as a corporation, limited partnership, general partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or other organizationorganized, has all requisite with full corporate, partnership or limited liability company power and authority to own, lease and operate operate, as the case may be, its properties, properties and to conduct its business as described in the Registration Statement, the 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, limited partnership, general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where in any case in which the failure failure, individually or in the aggregate, so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable. Except as described otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of stock, partnership interests, limited liability company interests or other equivalent equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and of the Subsidiaries are owned by the Company, Company either directly or through subsidiaries, wholly owned subsidiaries of the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and none of the outstanding shares of capital stock of stock, partnership interests, limited liability company interests or other equivalent equity interests in of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Significant Subsidiary or any other entity. The only subsidiaries of than the Company are (A) the subsidiaries entities listed on Exhibit 21 to Schedule E hereto. For the Registration Statement and (B) certain other subsidiaries whichpurposes of this Agreement, 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 means each direct and indirect subsidiary 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. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (including the Bank) (each, each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized or formed and is validly existing and as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in 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 qualified would not reasonably be expected to be in good standing would not, singly or in the aggregate, result in have a Material Adverse Effect. Except as described otherwise disclosed 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 such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder stockholder of such Significant Subsidiary or any other entitySubsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are (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 or such amendment 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 FDICRegistration Statement. No Pending Action. There is no action, and no suit or proceeding for the revocation or termination of such insurance is pending pending, or, to the knowledge of the Company, threatenedthreatened or contemplated before or by any arbitrator, court or other government body, domestic or foreign, against or affecting any Issuer Entity or any respective subsidiary thereof which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated by this Agreement. The aggregate of all pending legal or governmental proceedings to which any Issuer Entity or any respective subsidiary thereof is a party or of which any of their respective properties or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect or materially adversely affect other properties or assets of any Issuer Entity or any respective subsidiary thereof.

Good Standing of Subsidiaries. Each “significant subsidiary” of entity listed on Exhibit 21 to the Company Registration Statement (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) ), has been duly organized and organized, is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus andProspectus, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good 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 would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant Subsidiary have has been duly authorized and validly issued, are is (as applicable) fully paid and non-assessable and are is, or upon consummation of the offering of the Offered Shares will be, owned by the Company, directly or through subsidiaries, 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 or equitywould not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries Company does not, and will not upon consummation of the Company are 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 (Ai) the subsidiaries entities listed on Exhibit 21 to the Registration Statement and (Bii) certain such other subsidiaries entities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, do subsidiary would not constitute a “significant subsidiary,” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company or the Operating Partnership (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”) is listed on Schedule C hereto, has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus andProspectus, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of of, or other equity interests in ownership interest in, each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the CompanyCompany or the Operating Partnership, as applicable, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of of, or other equity interests in ownership interest in, any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The Except for subsidiaries formed since the end of the most recent fiscal year, the only subsidiaries of the Operating Partnership and the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement Company’s Annual Report on Form 10-K for the most recently ended fiscal year and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and all entities in which the Company has a direct or indirect majority equity interest or voting power (including the Bank) (each, each a “Significant "Subsidiary” " and, collectively, the “Significant "Subsidiaries”") has been duly organized (to the extent applicable) and is validly existing and as a 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 other organization, has all requisite organizational power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement 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 would not, singly or in the aggregate, result in a Material Adverse Effect. Except ; except as described otherwise disclosed 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 ownership interests in of each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable (to the extent applicable) and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , except that the Company's Capital Stock in Commstock International B.V. and in GTS Hungary has been pledged to Ericsson Finans A.B. and Creditanstalt Bank as collateral for certain borrowings; none of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (Aa) the subsidiaries listed on Exhibit 21 to the Registration Statement and (Bb) certain other subsidiaries which, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” within the meaning of " as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” Dura Delivery Systems, Inc., a Delaware corporation ("DDSI"), Health Script Pharmacy Services, Inc., a Colorado corporation ("Health Script"), Healthco Solutions, Inc., a Colorado corporation ("Healthco"), HS Wholesaler, Inc., a Colorado corporation ("HS Wholesaler"), Scandi Acquisition Corp., a Delaware corporation ("Scandi"), DCI, Ltd., a corporation organized under the laws of the Cayman Islands ("DCI") Dura (Bermuda) Trading Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (eachLtd., a “Significant Subsidiary” corporation organized under the laws of Bermuda ("Dura (Bermuda)") are the only subsidiaries of Dura (DDSI, Health Script, Healthco, HS Wholesaler, DCI, Dura (Bermuda) and, collectivelyunless otherwise indicated, SDC, are hereinafter referred to as the “Significant "Subsidiaries”) "). Except for the Subsidiaries, 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 other than 775,193 shares of Common Stock of Trega Biosciences, Inc. and 754,799 shares of Common Stock of Cosmederm Technologies, Inc., each held by Dura. Each Subsidiary has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, to properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement 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 would not, singly or in the aggregate, not result in a Material Adverse Effect. 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 have has been duly authorized and validly issued, are is fully paid and non-assessable and are (other than with respect to SDC) is owned solely by the Company, directly Dura or through subsidiaries, another Subsidiary free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary arising by operation of law, under the charter or by-laws of such Subsidiary or under any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 agreement to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as which Dura or such Subsidiary is 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, threatenedparty.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) (A) that is a corporation has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, Prospectus and the General Disclosure Package and the Prospectus andPackage, 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, 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 would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except ; except as described otherwise disclosed in the Registration Statement, Statement and the General Disclosure Package Package, and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 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” 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 Annual Report on Form 10-K for the revocation or termination of such insurance is pending oryear ended December 31, to the knowledge of the Company, threatened2005.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, 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 so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. 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 described otherwise disclosed 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 such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (Aa) 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, threatenedSchedule D hereto.

Good Standing of Subsidiaries. Each entity that is a “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”) and each Guarantor (i) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and (ii) is duly qualified to transact business and is in good standing in each jurisdiction in 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 with respect to (ii) would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed 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 and Guarantor have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary or Guarantor were issued in violation of the preemptive or similar rights of any securityholder of such Significant 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, threatenedGuarantor.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including including, without limitation, the BankOperating Partnership) (each, a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or other organizationformation, has all requisite corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business as a foreign 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 would not, singly or in the aggregate, result in a Material Adverse Effect. Except as described disclosed 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 ownership interests in each Significant Subsidiary of the Company (including, without limitation, all of the issued and outstanding OP Units) have been duly authorized and validly issued, are fully paid and non-assessable assessable, were issued in accordance with all applicable securities laws and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares of capital stock of or other equity ownership interests in any Significant Subsidiary of the Company were issued in violation of the any preemptive or similar rights, resale rights, rights of any securityholder of such Significant Subsidiary first offer or any refusal or other entitysimilar rights. The only subsidiaries of 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 deemed to be incorporated by reference in the Registration Statement 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 as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” consolidated 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”) ), has been duly incorporated or organized and is validly existing and as a corporation, limited liability company or partnership in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite the corporate, limited liability or partnership power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign 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 would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except material adverse effect on the Company and its Subsidiaries considered as described one enterprise; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares capital stock, limited liability membership interests or partnership interests of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issuedissued and, are with respect to outstanding capital stock, is fully paid and non-assessable assessable, and are all shares of capital stock, limited liability membership interests or partnership interests of such Subsidiaries owned by the Company, directly or through subsidiariesone or more Subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , except as set forth or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, and except for such security interest, mortgage, pledge, lien, encumbrance, claim or equity the enforcement of which, individually or in the outstanding shares of capital stock of or other equity interests aggregate, would not reasonably be expected to result in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of a material adverse effect on the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, its Subsidiaries 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, threatenedone enterprise.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, 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 so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. 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 such Subsidiary have has been duly authorized and validly issued, are issued and is fully paid and non-non assessable and are is owned by the Company, directly or through subsidiarieswholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity except for those arising under Credit Facilities (as hereinafter defined) as disclosed in the Registration Statement, General Disclosure Package and the Prospectus; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries vessel-owning Subsidiaries of the Company are (A) the subsidiaries Subsidiaries listed on Exhibit 21 Schedule E-1 hereto and the only Subsidiaries that have contracted to acquire vessels are listed on Schedule E-2 hereto. Other than the Registration Statement Subsidiaries listed on Schedule E-1 and (B) certain other subsidiaries whichSchedule E-2 hereto, 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 there are no material Subsidiaries 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. Each 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 Bank and each other “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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed 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 have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. 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, threatenedStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) subsidiary listed on Schedule G hereto (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease own its properties and operate its properties, to conduct its business as now conducted and as described in the Registration Statement, the 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 has been duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of where the ownership or leasing of property its properties or the conduct of businessbusiness requires such qualification, except where the failure to be so qualify qualified or to be in good standing or other equivalent local law status would not, singly individually or in the aggregate, result in have a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding membership interests, shares of capital stock of or other equity interests in each Significant Subsidiary ownership interests, as the case may be, of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable (except, with respect to any Subsidiary that is a limited liability company, (i) that a member may be obligated to make contributions to such Subsidiary that such member has agreed to make, (ii) that a member may be obligated to repay funds wrongfully distributed to it or (iii) as otherwise provided by the limited liability company agreement for such limited liability company) and were not issued in violation of any preemptive or similar rights; and, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, all of the outstanding membership interests, shares of capital stock or other ownership interests, as the case may be, of the Subsidiaries which are owned by the Company, directly or through subsidiaries, Company are owned free and clear of any all liens, encumbrances, equities and claims other than (x) the security interestinterests granted in connection with the “senior credit facilities” (as defined in the Registration Statement, mortgagethe General Disclosure Package and the Prospectus and as amended, pledgemodified, lien, encumbrance, claim waived or equity. None of supplemented from time to time) and (y) the outstanding shares of capital stock of or other equity security interests in any Significant Subsidiary were issued in violation of granted under the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entityHuntsman International credit facility. The only subsidiaries of the Company as of the completion of the offering 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, threatenedStatement.

Good Standing of Subsidiaries. Each The Bank is a commercial bank chartered under the laws of the State of Alabama to transact business as a state financial institution and the charter of the Bank is in full force and effect. The Bank is the only “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 ). The Company has no other direct or indirect Subsidiaries”) . The Bank has been duly organized and is validly existing and as an Alabama banking corporation in good standing under the laws of the jurisdiction State of its incorporation or other organizationAlabama, has all the requisite corporate or organizational power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Pricing 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 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 would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance, equity or adverse claim or equity. None (“Lien”); none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary arising by operation of law, or any under the articles of incorporation, bylaws or other entity. The only subsidiaries organizational documents of the Company are or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. Except for the Bank, the Company does not own beneficially, directly or indirectly, more than five percent (A5%) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries whichof any class of equity securities or similar interests in any corporation, considered in the aggregate as a single subsidiarybusiness trust, 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 FDICassociation or similar organization, and no proceeding for the revocation is not, directly or termination of such insurance is pending orindirectly, a partner in any partnership or party to the knowledge of the Company, threatenedany joint venture.

Good Standing of Subsidiaries. Each “significant subsidiary” The Success Companies, Success Developments, L.L.C. and Points of the Company Colorado, Inc. (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”") has have been duly organized and is are validly existing and as corporations in good standing under the laws of the jurisdiction of its incorporation or other organizationtheir incorporation, has all requisite have corporate power and authority to own, lease and operate its properties, their properties and to conduct its their business as described in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is are duly qualified as foreign corporations to transact business and is are in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, business except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except ; except as described otherwise disclosed 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 such Subsidiary have has been duly authorized and validly issuedissues, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries acquisition of the Subsidiaries (the "Acquisition") did not violate any provisions of any partnership agreement, certificate of partnership, charter, bylaws or other organizational documents, as applicable, of the Company are or its subsidiaries. The Acquisition did not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice of the passage of time, or both, a default under (Ai) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its subsidiaries listed on Exhibit 21 is a party or by which the Company or any of its subsidiaries may be bound or affected or (ii) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Registration Statement and (B) certain Company or its subsidiaries, except as would not have a Material Adverse Effect. No consent, approval, authorization or other subsidiaries whichorder of any court, considered in regulatory body, administrative agency or other governmental body was required, including the aggregate satisfaction of any requirements pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as a single subsidiaryamended, do not constitute a “significant subsidiary” within for the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each completion of the Company’s banking subsidiaries are insured up Acquisitions, except for compliance with the Act, the Blue Sky and Canadian securities laws applicable to the applicable limits Acquisition transactions, any except for any such consent, approval, authorization or other order that was obtained by the Deposit Insurance Fund closing 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, threatenedAcquisitions.

Good Standing of Subsidiaries. Each “significant subsidiary” direct or indirect subsidiary of the Company set forth in Exhibit 21.1 to the Registration Statement (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, 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 and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationformation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, 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 or would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described in The following direct or indirect subsidiaries of the Registration StatementCompany are inactive and/or have no or nominal assets: Maritime Capital Shipping (HK) Limited, Maritime Glory Shipping Limited, Maritime Grace Shipping Limited, Atlantic Grace Shipping Limited, Harbour Business International Corp., Maritime Capital Shipping Limited, Seanergy Shipmanagement Corp., Gladiator Shipping Co., Guardian Shipping Co., Champion Ocean Navigation Co. Limited, Champion Marine Co., of the General Disclosure Package Republic of Liberia, Pembroke Chartering Services Limited and Martinique International Corp. (the Prospectus, all “Inactive Subsidiaries”). All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are issued and is fully paid and non-assessable and are is owned by the Company, directly or through subsidiariesone or more wholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility, financial lease, loan agreement or equity. None convertible promissory note (“Credit Facilities”) to which the Company or any of its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, General Disclosure Package and the Prospectus or any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement Inactive Subsidiaries hold no material assets or liabilities 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 conduct no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedbusiness operations.

Good Standing of Subsidiaries. Each “significant subsidiary” The Company represents and warrants that set forth on Schedule 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 (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) and set forth on Schedule C are each of its joint ventures (that are not also 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 “Joint Venture” and collectively, the “Joint Ventures”). Each Subsidiary and Joint Venture has been duly organized and is validly existing and as a 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, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect, has corporate or other organizationapplicable entity, has all requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement 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 would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except ; except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus all of the issued and outstanding shares of capital stock of or other equity interests in applicable entity interests, which are owned directly or indirectly by the Company, of each Significant such Subsidiary have and Joint Venture has been duly authorized and validly issued, are 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 are 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 subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in applicable entity interests, which are owned directly or indirectly by the Company, of any Significant Subsidiary were or Joint Venture was issued in violation of the preemptive preemptive, co-sale, registration, right of first refusal or similar rights of any securityholder of such Significant Subsidiary or Joint Venture or any other entityperson. The only subsidiaries of the Company are (Aa) the subsidiaries Subsidiaries listed on Exhibit 21 to Schedule B hereto and the Registration Statement Joint Ventures listed on Schedule C hereto and (Bb) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (including the Operating Partnership) or of the Operating Partnership (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”) has been duly organized and is validly existing and as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation or other organizationformation, has all requisite corporate, partnership or limited liability company power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Prospectus and the 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, 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 would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package Prospectus and the ProspectusDisclosure Package, all of the issued and outstanding shares of capital stock of or other equity interests in of each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the CompanyCompany or the Operating Partnership, as applicable, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares of capital stock of or other equity interests in of any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of Other than the Subsidiaries, neither the Company are (A) nor the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries whichOperating Partnership has any subsidiary that individually is, considered or in the aggregate as a single subsidiarywith other non-Subsidiaries would be, 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and as a 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 other organization, has all requisite organization with the power and authority (corporate and otherwise) to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Final 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 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 would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the 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 of or other equity interests in of each Significant such Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or of equity. None ; none of the outstanding shares of capital stock of or other equity interests in interest of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder or equity holder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries Subsidiaries of the Company are (A) the subsidiaries 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, threatenedSchedule D hereto.

Good Standing of Subsidiaries. Each Affiliate (as defined in the Prospectus) and each other “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares share capital, common stock or membership interests (as applicable) of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable assessable, and are the share capital, common stock or membership interests, as applicable, owned by the Company, directly or through subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares share capital, common stock or membership interests (as applicable) of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement 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” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including including, without limitation, the BankOperating Company) (each, a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or other organizationformation, has all requisite corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the BankOperating Company, to enter into, into and perform its obligations under, this Agreement under the Operative Documents to which it is party and is duly qualified to transact business as a foreign 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 would not, singly or in the aggregate, result in a Material Adverse Effect. Except as described disclosed 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 ownership interests in each Significant Subsidiary of the Company (including, without limitation, all of the issued and outstanding LLC Interests) have been duly authorized and validly issued, are fully paid and non-assessable assessable, were issued in accordance with all applicable securities laws and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares of capital stock of or other equity ownership interests in any Significant Subsidiary of the Company were issued in violation of the any preemptive or similar rights, resale rights, rights of any securityholder of such Significant Subsidiary first offer or any refusal or other entitysimilar rights. The only subsidiaries of 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, 2023, incorporated or deemed to be incorporated by reference in the Registration Statement 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 as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in 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 could not reasonably be expected to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant Subsidiary have subsidiary has been duly authorized and validly issued, are is (as applicable) fully paid and non-assessable (except to the extent such non-assessability may be affected by Section 17-607 of the Delaware Revised Uniform Limited Partnership Act or Section 18-607 of the Delaware Limited Liability Company Act) and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the Registration Statement, the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain does not own or control, directly or indirectly, any corporation, association or other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02 02(w) of Regulation S-X. The deposit accounts X) other than the entities listed on Schedule E hereto. For the purposes of this Agreement, “subsidiary” means 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 direct 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 indirect subsidiary of the Company, threatenedincluding, without limitation, the Operating Partnership and its subsidiaries.

Good Standing of Subsidiaries. Each The only subsidiaries of the Company that constitute a “significant subsidiary” of the Company (as such term is defined in within the meaning of Rule 1-02 02(w) of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) are the Subsidiaries listed on Exhibit D hereto, as amended to include the subsidiaries of the Company listed on Exhibit 21 to the Company’s most recently filed Annual Report on Form 10-K that is filed after the date hereof that constitute a “significant subsidiary” as of such date. Each of the Subsidiaries of the Company has been duly incorporated or organized and is validly existing and as a corporation, limited partnership, limited liability limited partnership, general partnership, limited liability company or other entity, as applicable, in good standing under the laws of the jurisdiction in which it is chartered or organized (to the extent the concept of its incorporation or other organization, good standing is recognized in such jurisdiction) and has all the requisite organizational power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus andProspectus, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business or registered as a foreign corporation, limited partnership, general partnership, limited liability company or other entity, 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 register would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in All the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of stock, partnership interests, limited liability company interests or other equivalent equity interests in of each Significant such Subsidiary have been duly authorized and validly issuedissued and, in the case of each Subsidiary that is a corporation, are fully paid and non-assessable assessable, and, except as otherwise set forth in each of the Registration Statement and 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, as applicable, either directly or through subsidiarieswholly-owned Subsidiaries, free and clear of any perfected security interestinterest or any other security interests, mortgagemortgages, pledgepledges, lienLiens (as defined herein), encumbranceencumbrances, claim claims in law or in equity. None , and none of the outstanding shares of capital stock of stock, partnership interests, limited liability company interests or other equivalent equity interests in any Significant Subsidiary of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of such Significant 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 security 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, threatenedSubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” 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”) has been duly organized or formed and is validly existing as a 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 other organization, has all requisite power (corporate or otherwise) and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign 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 would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed 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 subsidiary of the Company which is a corporation, have been duly authorized and validly issued, and are fully paid and non-assessable assessable, and are to the extent owned by the Company, Company or any of its subsidiaries (except for directors’ qualifying shares and as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or through subsidiariesindirectly 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 security interestof its subsidiaries (except as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or indirectly by the Company, mortgagefree and clear of all liens, pledgeencumbrances, lienequities or claims, encumbrancein each case with such exceptions, claim individually or equity. None 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 or other equity interests in beneficial interests, as the case may be, of any Significant Subsidiary were subsidiary of the Company was issued in violation of the preemptive or similar rights of any securityholder of such Significant 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. 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed 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 have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except to the extent any such security interest, mortgage, pledge, lien, encumbrance, claim or equity would not, singly or in the aggregate, result in a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 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” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” Dura Delivery Systems, Inc., a Delaware corporation ("DDSI"), Health Script Pharmacy Services, Inc., a Colorado corporation ("Health Script"), Healthco Solutions, Inc., a Colorado corporation ("Healthco"), HS Wholesaler, Inc., a Colorado corporation ("HS Wholesaler"), Scandi Acquisition Corp., a Delaware corporation ("Scandi"), DCI, Ltd., a corporation organized under the laws of the Cayman Islands ("DCI"), Dura (Bermuda) Trading Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (eachLtd., a “Significant Subsidiary” corporation organized under the laws of Bermuda ("Dura (Bermuda)") are the only subsidiaries of Dura (DDSI, Health Script, Healthco, HS Wholesaler, Scandi, DCI, Dura (Bermuda) and, collectivelyunless otherwise indicated, SDC, are hereinafter referred to as the “Significant "Subsidiaries”) "). Except for the Subsidiaries, neither Dura 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 other than 775,193 shares of Common Stock of Trega Biosciences, Inc. and 754,799 shares of Common Stock of Cosmederm Technologies, Inc., each held by Dura. Each Subsidiary has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, to properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement 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 would not, singly or in the aggregate, not result in a Material Adverse Effect. 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 have has been duly authorized and validly issued, are is fully paid and non-assessable and are (other than with respect to SDC) is owned solely by the Company, directly Dura or through subsidiaries, another Subsidiary free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary arising by operation of law, under the charter or by-laws of such Subsidiary or under any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 agreement to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as which Dura or such Subsidiary is 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, threatenedparty.

Good Standing of Subsidiaries. Each “significant subsidiary” consolidated 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”) ), has been duly incorporated or organized and is validly existing and as a corporation, limited liability company or partnership in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite the corporate, limited liability or partnership power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign 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 would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except material adverse effect on the Company and its Subsidiaries considered as described one enterprise; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares capital stock, limited liability membership interests or partnership interests of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issuedissued and, are with respect to outstanding capital stock, is fully paid and non-assessable assessable, and are all shares of capital stock, limited liability membership interests or partnership interests of such Subsidiaries owned by the Company, directly or through subsidiariesone or more Subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , except as set forth or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, and except for such security interest, mortgage, pledge, lien, encumbrance, claim or equity the enforcement of which, individually or in the outstanding shares of capital stock of or other equity interests aggregate, would not reasonably be expected to result in any Significant Subsidiary were issued in violation of a material adverse effect on the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entityCompany and its Subsidiaries considered as one enterprise. The only subsidiaries that are “significant subsidiaries” of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered as such term is defined in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 02(w) of Regulation S-X. The deposit accounts of each of X promulgated under the Company’s banking subsidiaries 0000 Xxx) are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance United States Cellular Corporation and TDS Telecommunications LLC (the “FDICSignificant Subsidiaries”) to the fullest extent permitted by law and the rules and regulations of the FDIC), and no proceeding for the revocation or termination not including subsidiaries of such insurance is pending or, to Significant Subsidiaries which would satisfy the knowledge test in Rule 1-02(w) of Regulation S-X promulgated under the Company, threatened1933 Act if considered separately.

Good Standing of Subsidiaries. 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organizationorganization (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified 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 would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as described otherwise disclosed 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 have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. 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 as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized incorporated or formed, as the case may be, and is validly existing and as a corporation, limited liability company, trust company, statutory business trust or bank in good standing under the laws of the jurisdiction of its incorporation or other organization, formation and has all the requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case Prospectus. Each subsidiary of the Bank, to enter into, and perform its obligations under, this Agreement and 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 standing, would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 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 have subsidiary that is a corporation has been duly authorized and validly issued, are is fully paid and non-assessable nonassessable, and are all of the issued and outstanding capital stock or other equity interests of each subsidiary is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim except any and all restrictions under applicable federal and state securities laws or equityunder any statute, order, rule or regulation of any Governmental Entity having jurisdiction over the Company or any of its subsidiaries; the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock of or other equity interests in of any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder or equity holder of such Significant Subsidiary or any other entitysubsidiary. The only activities of the subsidiaries of the Company Bank are (A) the permitted to subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as of a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. national banking association. The deposit accounts of each of the Company’s banking subsidiaries 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 insurance is pending or, to the knowledge of the Company, threatened).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) and Visible Equity, LLC (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organizationorganization (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified 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 would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed 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 have has been duly authorized and validly issued, are is fully paid and non-assessable (or such equivalent concept to the extent it exists under the laws of such jurisdiction) and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except to the extent any such security interest, mortgage, pledge, lien, encumbrance or claim would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain any other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company American Airlines, Inc. (as such term is defined in Rule 1-02 of Regulation S-X) "American"), American Beacon Advisors, Inc., AMR Eagle Holding Corporation, American Eagle Airlines, Inc. and Executive Airlines, Inc. (including the Bank) (each, each a “Significant "Subsidiary” " and, collectively, the “Significant "Subsidiaries”") has been duly organized and is validly existing and as a corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or other organization, as the case may be, has all requisite the power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Final 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, partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except ; except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in of each Significant such Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity (except for the security interest in all of the common stock of American granted by the Company pursuant to the Pledge Agreement dated as of December 17, 2004 from the Company to Citicorp USA, Inc., as collateral agent (the "Pledge Agreement")); none of the outstanding shares of capital stock of or other equity interests in of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The American and AMR Eagle Holding Corporation are the only subsidiaries "significant subsidiaries" of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered as such term is defined 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, threatenedX).

Good Standing of Subsidiaries. Each “significant subsidiary” Material Subsidiary of the Company (identified as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, under a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) separate caption on Exhibit D has been duly organized and is validly existing and as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Statement 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, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except ; except as described otherwise disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other equity similar interests in of each Significant Subsidiary such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None Lien; and none of the outstanding shares of capital stock of stock, partnership interests or limited liability company interests, membership interests or other equity similar interests in of any Significant Subsidiary were such subsidiary was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Significant Subsidiary subsidiary or any other entityperson. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to D hereto and Exhibit D accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the Registration Statement and (B) certain other subsidiaries whichjurisdiction of organization of each such subsidiary and, considered in the aggregate as case of any subsidiary that is a single subsidiarypartnership or limited liability company, do not constitute its general partners and managing members, respectively. The Company has identified its Material Subsidiaries under 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.separate caption on Exhibit D.

Good Standing of Subsidiaries. Each “significant subsidiary” direct and indirect 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”) has been duly organized formed and is validly existing and as a corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or other organization, has all requisite organized with full power and authority (corporate or other) to ownown or lease, lease as the case may be, and to operate its properties, to properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus andProspectus, in the case of the Bankexcept as would not reasonably be expected to have a Material Adverse Effect, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact do business as a foreign corporation, limited liability company or limited partnership, as the case may be, and is in good standing in under the laws of each jurisdiction in which requires such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessqualification, except where the failure to be so qualify or qualified would not reasonably be expected to be in good standing would not, singly or in the aggregate, result in have a Material Adverse Effect. Except All the outstanding shares of capital stock or other ownership interests of each direct and indirect subsidiary of the Company (other than the Operating Partnership) have been duly and validly authorized and issued and are fully paid and nonassessable, except as described would not reasonably be expected to have a Material Adverse Effect, and, except as otherwise set forth 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 ownership interests in of each Significant Subsidiary have been duly authorized direct and validly issued, are fully paid and non-assessable and indirect subsidiary of the Company (other than the Operating Partnership) are owned by the Company, Company or the Operating Partnership either directly or through subsidiaries, wholly owned subsidiaries free and clear of any perfected security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary interest or any other entitysecurity interests, claims, mortgages, pledges, liens, encumbrances or other restrictions of any kind (collectively, “Liens”), except for Liens securing indebtedness as described in the General Disclosure Package and the Prospectus or except where such Liens would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The only subsidiaries Except as set forth in the General Disclosure Package and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for capital stock or other ownership interests of any direct and indirect subsidiary of the Company are (A) other than 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, threatenedOperating Partnership).

Good Standing of Subsidiaries. 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”") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the 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 to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. 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 have been duly authorized and validly 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 and, in the case of each Significant Subsidiary, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant 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 '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. 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in 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 each case as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the ProspectusProspectus 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 have been duly authorized and validly issued, are fully paid and non-assessable and (other than directors’ qualifying shares and similar interests) are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity and none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (Bcomplies with Rule 601(b)(21) certain other subsidiaries which, considered in under 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, threatenedSecurities Act Regulations.

Good Standing of Subsidiaries. Each IBERIABANK (the “Bank”) 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 “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”) ). Each Subsidiary has been duly organized and is validly existing and as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or other organization, has all the requisite corporate or organizational power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement 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 would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed 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 such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary 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 other entityagreement to which the Company or any Subsidiary is a party. The only subsidiaries Subsidiaries of the Company are (A) the subsidiaries 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, threatenedSchedule C hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organizationorganization (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has all requisite corporate or similar power and authority to own, own or lease its properties and operate its properties, to conduct its business as described in the Registration Statement, the 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 to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (or such equivalent concept to the extent it exists under the laws of such jurisdiction), whether by reason of the ownership or leasing of property their properties or the conduct of their business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares share capital of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 8.1 to the Registration Statement Company’s Annual Report on Form 20-F and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of as defined in Rule 1-02 of Regulation S-X. The deposit accounts No subsidiary of each the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary 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. Each 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) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except As of the completion of the Transactions contemplated in the Transaction Documents, except as described otherwise disclosed 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 have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interestLien (as defined below), mortgageexcept for those securing indebtedness under the Existing Credit Facilities or those which will secure the indebtedness under the New Credit Facility, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. 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 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” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing or equivalent status under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, 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 so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed 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 have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim other than as contemplated by the (1) Term Loan Credit Agreement, dated as of February 29, 2012, as amended, among the Company, Noranda Aluminum Acquisition Corporation, the lenders party thereto from time to time, Bank of America, N.A., as Administrative Agent and the other parties thereto; (2) ABL Credit Agreement, dated as of February 29, 2012, as amended, among the Company, Noranda Aluminum Acquisition Corporation, the lenders party thereto from time to time, Bank of America, N.A., as Administrative Agent and the other parties thereto; (3) Indenture, dated March 8, 2013, by and among Noranda Aluminum Acquisition Corporation, the Guarantors named therein, and U.S. Bank National Association, as Trustee; (4) liens, encumbrances or equitydefects in place as of the date hereof in connection with other debt outstanding as disclosed in the General Disclosure Package, in the case of each of (1) through (4) as disclosed in the General Disclosure Package and (5) as would not result in a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the any preemptive or similar rights of any securityholder of such Significant 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, threatenedSubsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including including, without limitation, the BankOperating Partnership) (each, a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or other organizationformation, has all requisite corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business as a foreign 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 would not, singly or in the aggregate, result in a Material Adverse Effect. Except as described disclosed 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 ownership interests in each Significant Subsidiary of the Company (including, without limitation, all of the issued and outstanding OP Units) have been duly authorized and validly issued, are fully paid and non-assessable assessable, were issued in accordance with all applicable securities laws and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares of capital stock of or other equity ownership interests in any Significant Subsidiary of the Company were issued in violation of the any preemptive or similar rights, resale rights, rights of any securityholder of such Significant Subsidiary first offer or any refusal or other entitysimilar rights. The only subsidiaries of 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,” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, except where the failure to be in good standing would not result in a Material Adverse Effect, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and any Issuer Free Writing Prospectus. Each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant Subsidiary have subsidiary has been duly authorized and validly issued, are is (as applicable) fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the Registration Statement and the Prospectus, (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the Registration Statement and the Prospectus and (iii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The only subsidiaries As of the date hereof, the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain does not own or control, directly or indirectly, any corporation, association or other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute entity that is or will be a “significant subsidiary” (within the meaning of Rule 1-02 02(w) of Regulation S-X. The deposit accounts X) other than the entities listed on Exhibit I hereto. For the purposes of this Agreement, “subsidiary” means 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 direct 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 indirect subsidiary of the Company, threatenedincluding, without limitation, the Operating Partnership.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including of the Bank) Company after giving effect to the Reorganization (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) ), other than the Operating LLC, has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, own or lease its properties and operate its properties, to conduct its business as described in the Registration Statement, the 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 to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, immediately following the Reorganization, all of the issued and outstanding shares of capital stock or limited liability company interests of or other equity interests in each Significant Subsidiary have has been duly authorized and will be validly issued, are will be fully paid and non-assessable (except as such non-assessability may be limited by Sections 18-303, 18-607 and are 18-804 of the Delaware Limited Liability Company Act) and will be owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (other than those arising under the First Lien Credit Agreement and Second Lien Credit Agreement (collectively, the “Credit Agreement”), each dated as of July 3, 2017, among the Operating LLC and certain subsidiaries, and Royal Bank of Canada, as Administrative Agent and the other lenders party thereto, each as amended). None of the outstanding shares of capital stock or limited liability company interests of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 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” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-XX are (i) the Subsidiaries listed on Exhibit 21 to the Company’s most recent Annual Report on Form 10-K, (including ii) LHO Backstreets Lessee, L.L.C., (iii) LHO Backstreets, L.L.C., (iv) Westban Hotel Investors, LLC, (v) LHO Xxx Joad Circle DC, LLC, (vi) LHO Mission Bay Xxxxx Hotel, LLC, (vii) LHO Badlands, LLC and (viii) LHO Le Parc, LLC. Each of the Bank) (each, a “Significant Subsidiary” and, collectively, Subsidiaries of the “Significant Subsidiaries”) Company or the Operating Partnership has been duly incorporated or organized and is validly existing and as a 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 other organization, organized and has all the requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration StatementDisclosure Package, the 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 to transact business or registered as a foreign 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 register would not, singly or in the aggregate, not result in a Material Adverse Effect. Except All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as described otherwise set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of stock, partnership interests, limited liability company interests or other equivalent equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and interest of the Subsidiaries are owned by the Company, Company or the Operating Partnership either directly or through subsidiaries, wholly-owned Subsidiaries free and clear of any perfected security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary interest 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 whichsecurity interests, considered in the aggregate as a single subsidiaryclaims, 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 liens or termination of such insurance is pending or, to the knowledge of the Company, threatenedencumbrances.

Good Standing of Subsidiaries. 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”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus andProspectus, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. Except as described otherwise disclosed 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 have has been duly authorized and validly issued, are is fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and are except as otherwise described in the Registration Statement, the General Disclosure Package and the Prospectus) and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (other than liens granted in connection with the Credit Facilities (as defined in the General Disclosure Package)). None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 21.1 to the Registration Statement 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” within the meaning of as defined in 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.X.

Good Standing of Subsidiaries. Each “significant subsidiarySignificant Subsidiary” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) and each subsidiary of the Company that owns any real property (including the Bank) (each, each a “Significant Property Subsidiary” collectively and, collectivelytogether with the Significant Subsidiaries, the “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing and as a corporation, limited partnership, general partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or other organizationorganized, has all requisite with full corporate, partnership or limited liability company power and authority to own, lease and operate operate, as the case may be, its properties, properties and to conduct its business as described in the Registration Statement, the 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, limited partnership, general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where in any case in which the failure failure, individually or in the aggregate, so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each Significant Subsidiary and each Property Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable. Except as described otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of stock, partnership interests, limited liability company interests or other equivalent equity interests in each of the Significant Subsidiary have been duly authorized Subsidiaries and validly issued, are fully paid and non-assessable and the Property Subsidiaries are owned by the Company, Company either directly or through subsidiaries, wholly owned subsidiaries of the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and none of the outstanding shares of capital stock of stock, partnership interests, limited liability company interests or other equivalent equity interests in of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Significant 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, threatenedSubsidiary.

Good Standing of Subsidiaries. Each Valley National Bank (the “significant subsidiary” Bank”) is a bank chartered under the laws of the Company (United States of America to transact business as such term a national banking association and the charter of the Bank is defined in Rule 1-02 full force and effect. The Bank is the only depositary institution subsidiary of Regulation S-X) (including the Bank) (each, a “Company. Each Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) Subsidiary has been duly organized and is validly existing and as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or other organization, has all the requisite corporate or organizational power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Pricing 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 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 would not, singly or in the aggregate, not result in a Material Adverse Effect. Except as described otherwise disclosed in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary arising by operation of law, or under the articles of incorporation, bylaws or other organizational documents of the Company or any other entitySignificant Subsidiary or under any agreement to which the Company or any Significant Subsidiary is a party. The only subsidiaries Significant Subsidiaries of the Company are (A) the subsidiaries those listed on Exhibit 21 to Schedule D hereto. Except for the Registration Statement and Subsidiaries, the Company does not own beneficially, directly or indirectly, more than five percent (B5%) certain other subsidiaries whichof any class of equity securities or similar interests in any corporation, considered in the aggregate as a single subsidiarybusiness trust, 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 FDICassociation or similar organization, and no proceeding for the revocation is not, directly or termination of such insurance is pending orindirectly, a partner in any partnership or party to the knowledge of the Company, threatenedany joint venture.

Good Standing of Subsidiaries. Each The only “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including of the Bank) Company are SPT Real Estate Sub I, LLC and SPT TALF Sub I, LLC (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) ). Each Subsidiary has been duly organized and is validly existing and as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or other organization, has all requisite such entity power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign 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 would not, singly or in the aggregate, not result in a Material Adverse Effect. Except ; except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus all of the issued and outstanding shares of capital stock of or other equity interests in of each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in interest of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary 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. 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.