Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non–assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary was issued in violation of the preemptive rights of any securityholder of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a Each “Subsidiarysignificant subsidiary” and collectively, of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each, a “Subsidiary” and, collectively, the Company, and each Subsidiary “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing (if applicable) under the laws of the jurisdiction of its incorporationincorporation or organization (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is 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 or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of the any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are (A) the subsidiaries listed on Exhibit 8.1 to the SubsidiaryCompany’s charter documents or applicable law or any agreement or instrument to which Form 20-F and (B) certain other subsidiaries which, considered in the Subsidiary is aggregate as a party or by which the Subsidiary is bound which has single subsidiary, do not otherwise been waived by such securityholder.constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto None of the subsidiaries of the Company (eachother than Enzymotec USA, Inc. (the “Subsidiary”)) is a “Subsidiarysignificant subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each ). The Subsidiary has been duly organized and is validly existing as a corporation in good standing (where such concept is applicable) under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of the any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21.1 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each subsidiary of the Company, and each Subsidiary ----------------------------- Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary such subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (except for any security interest or pledge contemplated by the Credit Agreement filed as Exhibit 10(a) to the Registration Statement); with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Subsidiary pursuant Company (other than inactive subsidiaries) are the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each direct or indirect subsidiary of the Company (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non–assessable -assessable, and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. Exhibit 21 to the Registration Statement sets forth a complete list of the Subsidiary pursuant Subsidiaries, except to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which extent permitted by the Subsidiary is a party or by which rules and regulations of the Subsidiary is bound which has not otherwise been waived by such securityholderCommission.

Good Standing of Subsidiaries. The Each of the entities listed on Schedule C D hereto (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to Company that constitute "significant subsidiaries" of the Subsidiary’s charter documents or applicable law or any agreement or instrument to which Company (as such term is defined in Rule 1-02 of Regulation S-X) are the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each of the Company, and each Subsidiary operating subsidiaries of the Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary such operating subsidiary has been duly authorized and validly issued, is fully paid and non–assessable and is -assessable; the capital stock of each of the operating subsidiaries owned by the Company, directly or through subsidiaries, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, and none of the outstanding shares securities of capital stock of the Subsidiary any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are (a) the subsidiaries (the "Operating Subsidiaries") listed on Schedule B hereto and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is , do not constitute a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder."significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each direct or indirect subsidiary of the Company (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non–non assessable and is owned by the Company, directly or through subsidiarieswholly-owned Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity except for those arising under any credit facility or loan agreement ("Credit Facilities") to which the Company or any of its Subsidiaries is a party as disclosed in the Registration Statement, General Disclosure Package and the Prospectus; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of the Subsidiary pursuant to the such Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each Subsidiary of the Company, and each Subsidiary Company has been duly organized formed and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate power and authority to own, lease and operate its properties Properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in have a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration StatementProspectus, all of the issued and outstanding capital stock of or other ownership interests in each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non–-assessable and is are owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for security interests granted in respect of indebtedness of the Company or any of its Subsidiaries and described in the Prospectus; with respect to each Subsidiary, and none of the outstanding shares of capital stock of the or other ownership interests in such Subsidiary was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law such subsidiary or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderother person.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a "Subsidiary" and, collectively, the Company, and each Subsidiary "Subsidiaries") has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each . The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, none do not constitute a "significant subsidiary" as defined in Rule 1-02 of the outstanding shares of capital stock of the Subsidiary was issued in violation of the preemptive rights of any securityholder of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.Regulation S-X.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each subsidiary of the Company, and each Subsidiary Company ----------------------------- has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary such subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary subsidiaries was issued in violation of the preemptive or similar rights arising by operation of law, or under the charter or by-laws of any securityholder of the Subsidiary pursuant to the Subsidiary’s charter documents subsidiary or applicable law or under any agreement or instrument to which the Subsidiary Company or any subsidiary is a party or by which party. The only subsidiaries of the Subsidiary is bound which has not otherwise been waived by such securityholderCompany are the subsidiaries listed on Exhibit 21.1 to the Registration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a Each “Subsidiarysignificant subsidiary” and collectively, of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a “Subsidiary” and, collectively, the Company, and each Subsidiary “Subsidiaries”) has been duly organized incorporated or organized, as the case may be, and is validly existing as a corporation corporation, stock life insurance company or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has power, corporate power or otherwise, and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, and, except or set forth in Schedule 1(a)(viii), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of the Subsidiary pursuant to the such Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each “significant subsidiary” of the Company (as defined in Rule 1-02 of Regulation S-X of the 1933 Act Regulations) (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to and be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect, all of the issued and outstanding capital stock or ownership interests, as applicable, of each Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The Subsidiaries of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderCompany are as set forth in Schedule C hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) All of the Company, and subsidiaries of the Company (each Subsidiary has a "Subsidiary") have been duly organized and is are validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21.1 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a Each “Subsidiarysignificant subsidiary” and collectively, of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each, a “Subsidiary” and, collectively, the Company, and each Subsidiary “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has that is a corporation and all of the issued and outstanding partnership interests of each such Subsidiary that is a general or limited partnership have been duly authorized and validly issued, is are fully paid and non–non assessable and is are owned by the Company, Company directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock or partnership interests of the any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, Each subsidiary of the Company that is a “Subsidiary” and collectively, the “Subsidiaries”) are the only "significant subsidiaries (subsidiary" as defined in Rule 1-02 of Regulation S-XX (each, a "Subsidiary" and, collectively, the "Subsidiaries") of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non–assessable and -assessable; each such Subsidiary is wholly owned by the Company, directly or through subsidiaries; all of the outstanding capital stock of such Subsidiaries which is owned by the Company, directly or through subsidiaries, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, and none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of the Subsidiary pursuant to the such Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each “significant subsidiary” of the Company (as defined in Rule 1-02 of Regulation S-X of the 1933 Act Regulations) (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to and be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect, all of the issued and outstanding capital stock or ownership interests, as applicable, of each Subsidiary has been duly authorized and validly issued, is fully paid and non–assessable non‑assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The Subsidiaries of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderCompany are as set forth in Schedule C hereto.

Good Standing of Subsidiaries. The entities Each subsidiary of the Company listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any such Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Other than the Subsidiary pursuant Subsidiaries, the Company has no subsidiaries which either (i) are "Significant Subsidiaries," as such term is defined under Regulation S-X under the 1933 Act, or (ii) are material to the Subsidiary’s charter documents Company's financial condition or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderresults of operations.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each subsidiary of the Company, Company (each a "Subsidiary" and each Subsidiary collectively the "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementOffering Memorandum, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the preemptive rights charter or by-laws of any securityholder of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or under any agreement or instrument to which the Company or any Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderparty.

Good Standing of Subsidiaries. The entities Each subsidiary of the Company listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary such subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary any such subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. Other than the Subsidiary pursuant Subsidiaries, the Company has no subsidiaries which either (i) are "Significant Subsidiaries," as such term is defined under Regulation S-X under the 1933 Act, or (ii) are material to the Subsidiary’s charter documents Company's financial condition or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderresults of operations.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a Each “Subsidiarysignificant subsidiary” and collectively, of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a “Subsidiary” and, collectively, the Company, and each Subsidiary “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–assessable -assessable, except as disclosed on Schedule D, and is owned by the Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule C hereto.

Good Standing of Subsidiaries. The entities only subsidiaries of the Company are the subsidiaries listed on Schedule C hereto (eachExhibit 21.1 to the 10-K and Buckeyes Owner LLC, Buckeyes Hotel Owner LP, Buckeyes Lessee LLC, Golden Bears Owner LLC and Golden Bears Lessee LLC, each of which named entities is a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Delaware limited liability company. Each of the Company, Operating Partnership and each Subsidiary other subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction state of its incorporationformation or organization, has corporate power and or similar authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock equity interests of each Subsidiary has subsidiary, have been duly authorized and validly issued, is are fully paid and non–-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares equity interests of capital stock of the Subsidiary was any subsidiary were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiary.

Good Standing of Subsidiaries. The entities only subsidiaries of the Company are the subsidiaries listed on Schedule C hereto Exhibit 21.1 to the Registration Statement (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) ). Each of the Company, Operating Partnership and each other Subsidiary has been duly organized and is validly existing as a corporation limited partnership, trust or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporationformation, has the partnership, trust or corporate power power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation partnership, trust or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the General Disclosure Package and the Prospectus, the issued and outstanding capital stock equity interests of each Subsidiary has Subsidiary, have been duly authorized and validly issued, is are fully paid and non–-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares equity interests of capital stock of the any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiary pursuant to the such Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

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

Good Standing of Subsidiaries. The entities Each subsidiary of the Company listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”"SUBSIDIARIES") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any such Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Other than the Subsidiary pursuant Subsidiaries, the Company has no subsidiaries which either (i) are "SIGNIFICANT SUBSIDIARIES," as such term is defined under Regulation S-X under the 1933 Act, or (ii) are material to the Subsidiary’s charter documents Company's financial condition or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderresults of operations.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each of the Company, and each Subsidiaries is identified in Schedule D to this Agreement. Each Subsidiary has been duly organized and is validly existing as a corporation business entity (corporate or otherwise) in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus, and is duly qualified as a foreign corporation business entity (corporate or otherwise) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all Change. All of the issued and outstanding capital stock equity interests of each Subsidiary has been duly authorized and validly issued, is and are fully paid and non–-assessable and is are directly owned by the Company, free and clear of all liens, encumbrances, equities and claims; except as otherwise disclosed in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus or pursuant to credit facilities or indentures filed as exhibit(s) to the SEC Filings (collectively, the “Debt Instruments”), all such equity interests are or will be immediately after the time of the First Closing Date wholly owned by the Company, directly or through subsidiariesits Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, and none of the outstanding shares equity interests of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of the Subsidiary pursuant to the such Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities Each subsidiary listed on Schedule C 1 hereto (each, each a “Subsidiary” and and, collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed would not result in the Registration Statementa Material Adverse Effect, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, adverse claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary except where such failure would not result in a Material Adverse Effect. The only subsidiaries, direct and indirect, of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule 1 hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each Subsidiary of the Company, and Company (including each Subsidiary Guarantor) has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or other organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementProspectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and and, to the extent owned by the Company is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As used herein “Subsidiary” means each subsidiary of the Subsidiary pursuant Company listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, in each case that is in existence on the date hereof. The Company does not own or control, directly or indirectly, any corporation, association or other entity, other than those subsidiaries which, in the aggregate, would constitute a “Significant Subsidiary’s charter documents or applicable law or any agreement or instrument to which ,” as such term is defined in Rule 1-02 of Regulation S-X under the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderAct.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a Each “Subsidiarysignificant subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries of PSEG (as such term is defined in Rule 1-02 of Regulation S-XX promulgated under the 0000 Xxx) of the and Public Service Electric and Gas Company, PSEG Power LLC and each Subsidiary PSEG Energy Holdings Inc. (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate the power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not result in a Material Adverse Effect; except Change. Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary has have been duly authorized and are validly issued, is fully paid and non–-assessable and is are owned by the CompanyPSEG, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock or other equity interests of the any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder security holder of the Subsidiary pursuant to the such Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries Each subsidiary (as defined in Rule 1-02 of Regulation S-Xbelow) of the Company, and each Subsidiary Company has been duly organized and organized, is validly existing and (as a corporation applicable) in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Registration Statement, General Disclosure Package and Prospectus, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business, except where the failure so to qualify or to be so qualified or in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interests of each Subsidiary subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock or other ownership interests of the Subsidiary any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The Company does not, and will not upon consummation of the Subsidiary pursuant offering of the Securities and the related transactions, 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 entities listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which Registration Statement. For the Subsidiary is a party or by which purposes of this Agreement, “subsidiary” means each direct and indirect subsidiary of the Subsidiary is bound which has not otherwise been waived by such securityholderCompany, including, without limitation, the Operating Partnership.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and except for a pledge of all of the capital stock of each such Subsidiary to the Company's senior bank lenders, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementOffering Memorandum, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary Subsidiaries was issued in violation of the any preemptive or other rights of any securityholder person. The Company has no Subsidiaries that are or would be "significant subsidiaries" of the Subsidiary pursuant to Company within the Subsidiary’s charter documents or applicable law or any agreement or instrument to which meaning of that term as used in Rule 1-02(w) of Regulation S-X promulgated under the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder1933 Act.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each of the Company, and each Subsidiary 's subsidiaries has been duly organized and is validly existing as a corporation corporation, trust or other corporate entity, as the case may be, in good standing under the laws of the jurisdiction of its incorporationincorporation (to the extent good standing status is authorized by such jurisdiction), has corporate power and authority or power and authority under its constituent documents and the laws of its jurisdiction of organization to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementOffering Memorandum, all of the issued and outstanding capital stock of each Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and and, to the extent set forth under "Percentage of Equity Owned by the Company" in Schedule C hereto, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity except as provided in or pursuant to the Credit Facility; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary subsidiaries was issued in violation of the any preemptive or similar rights of any securityholder security holder of such subsidiary. Except as set forth in Schedule C hereto, the Subsidiary pursuant to Company owns, directly or indirectly, no material interest in the Subsidiary’s charter documents or applicable law or equity of any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderperson.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each of the “Subsidiaries”) are the only significant subsidiaries Subsidiaries (as defined in Rule 1-02 of Regulation S-Xbelow) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing standing, or the equivalent thereof, under the laws of the jurisdiction of its incorporation, has all necessary corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing standing, or the equivalent thereof, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing standing, or the equivalent thereof, would not not, individually or in the aggregate, result in a Material Adverse Effect; except . Except as otherwise disclosed in the each Registration Statement, the General Disclosure Package or the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder shareholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are the subsidiaries listed on Schedule D hereto (each a “Subsidiary’s charter documents or applicable law or any agreement or instrument to which ” and, collectively, the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder“Subsidiaries”).

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a Each “Subsidiarysignificant subsidiary” and collectively, of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) and each of the CompanyBanks (as defined below, and regardless of whether such Bank is a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X)) (each Subsidiary a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only Subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule E hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a Each “Subsidiarysignificant subsidiary” and collectively, of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (after giving effect to the CompanyFormation Transactions) and Xxxxxx Pacific Services, and Inc. (each Subsidiary a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Final General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The Each of the entities listed on Schedule C B hereto (each, each a “Subsidiary” and and, collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderSubsidiaries listed on Schedule B hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a "Subsidiary" and, collectively, the Company, and each Subsidiary "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectuses, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only Subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule C hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a "Subsidiary" and, collectively, the Company, and each Subsidiary "Subsidiaries") has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each . The only subsidiaries of the Company are (A) the subsidiaries listed on Schedule B hereto and (B) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, none do not constitute a "significant subsidiary" as defined in Rule 1-02 of the outstanding shares of capital stock of the Subsidiary was issued in violation of the preemptive rights of any securityholder of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.Regulation S-X.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" ----------------------------- of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary subsidiary listed on Schedule D hereto (each a "Subsidiary" and, collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each subsidiary of the Company, and each Subsidiary Company has been duly organized and is validly existing as a corporation or other entity in good standing or validly existing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement and the Prospectus and is duly qualified as a foreign corporation or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . The activities of the Company’s subsidiaries in all material respects are permitted of subsidiaries of a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary such subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule B hereto.

Good Standing of Subsidiaries. The entities listed only subsidiaries of the Company are as set forth on Schedule C hereto (eachD and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such subsidiaries. IMTIX-SangStat SAS, a “Subsidiary” and collectively, the “Subsidiaries”) are French corporation is the only "significant subsidiaries subsidiary" of the Company (as such term is defined in Rule 1-1- 02 of Regulation S-X) ). Each subsidiary of the Company, and each Subsidiary Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary such subsidiary of the Company has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary any such subsidiary was issued in violation of the preemptive or similar rights of any securityholder of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiary.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (each, each a “Subsidiary” and and, collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, another Subsidiary free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive rights or similar rights, if any, of any securityholder of such Subsidiary. The only Subsidiaries of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderCompany are listed on Schedule I hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each subsidiary of the Company, and each Subsidiary Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary of the Company’s subsidiaries has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of any subsidiary of the Subsidiary was Company were issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a "Subsidiary" and, collectively, the Company, and each Subsidiary "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effectmaterial adverse effect on the consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole; except as otherwise disclosed in the Registration StatementOffering Memorandum, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only Subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule C hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each material subsidiary of the Company (each, each a “Subsidiary” and and, collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each subsidiary of the Company, and each Subsidiary Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has the corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement, the Prospectus and any issuer free writing prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding shares of capital stock or other ownership interests of each Subsidiary has subsidiary of the Company have been duly authorized and validly issued, is are fully paid and non–-assessable (as applicable) and is owned by the Companyare owned, directly or through subsidiaries, by the Company, free and clear of all securities interests, mortgages, pledges, liens, encumbrances, equities or claims, other than as described in the Registration Statement and the Prospectus. The Company does not own or control, directly or indirectly, any security interestcorporation, mortgageassociation 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 entities listed on Schedule IV hereto. For the purposes of this Agreement, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none “subsidiary” has the meaning provided in Rule 1-02 of the outstanding shares of capital stock of the Subsidiary was issued in violation of the preemptive rights of any securityholder of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.Regulation S-X.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) each of the Companywhich is listed on Schedule C hereto, and each Subsidiary additional subsidiary listed on Schedule C hereto (together with the significant subsidiaries, each a "Designated Subsidiary" and, collectively, the "Designated Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Designated Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and and, except for preferred stock, is owned by the Company, directly or through subsidiaries. All capital stock of each Designated Subsidiary owned by the Company, directly or through subsidiaries, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, and none of the outstanding shares of capital stock of the any Designated Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of the Subsidiary pursuant to the such Designated Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a Each “Subsidiarysignificant subsidiary” and collectively, of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a “Subsidiary” and, collectively, the Company, and each Subsidiary “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify qualify, singly or to be in good standing the aggregate, would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to subsidiaries listed on Schedule D hereto, other than Cascade Bancorp Financial Services, Inc., an Oregon corporation, which is an inactive subsidiary of the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderCompany.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each subsidiary of the Company, and each Subsidiary Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization (to the extent the concept of “good standing” is applicable in each such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is 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 to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary subsidiary of the Company has been duly authorized and validly issued, is fully paid and non–non assessable (to the extent such concepts are applicable in each such jurisdiction) and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of any subsidiary of the Subsidiary was Company were issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Schedule 4 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderthis Agreement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, Each subsidiary of the Company that is a “Subsidiarysignificant subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-XX (each, a “Subsidiary” and, collectively, the “Subsidiaries”) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non–assessable and -assessable; each such Subsidiary is wholly owned by the Company, directly or through subsidiaries; all of the outstanding capital stock of such Subsidiaries which is owned by the Company, directly or through subsidiaries, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, and none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of the Subsidiary pursuant to the such Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities Each subsidiary of the Company listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Other than the Subsidiary pursuant Subsidiaries, the Company has no subsidiaries which either (i) are "Significant Subsidiaries," as such term is defined under Regulation S-X under the 1933 Act, or (ii) are material to the Subsidiary’s charter documents Company's financial condition or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderresults of operations.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (each, each a “Subsidiary” and and, collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except as disclosed on Schedule I hereto and except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement or the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, another Subsidiary free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive rights or similar rights, if any, of any securityholder of such Subsidiary. The only active Subsidiaries of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderCompany are listed on Schedule I hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementProspectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a Each “Subsidiarysignificant subsidiary” and collectively, of the “Subsidiaries”) are the only significant subsidiaries Company (as defined in Rule 1-02 of Regulation S-XX promulgated by the Commission) of (individually a “Subsidiary” and, collectively, the Company, and each Subsidiary has been duly organized and “Subsidiaries”) is validly existing as a corporation corporation, limited liability company or other legal entity, as applicable, to the extent such concept is recognized, is in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus incorporation and is duly qualified as a foreign corporation to transact business and and, to the extent such concept is recognized, is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of its business or the ownership or leasing of property or the conduct of businessrequires such qualification, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not result in have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . The outstanding shares of the issued and outstanding capital stock of each Subsidiary has have been duly and validly authorized and validly issued, is issued and are fully paid and non–-assessable and, except as disclosed in the General Disclosure Package and is the Prospectus (exclusive of any supplement thereto), are owned by the Company, directly Company or through subsidiaries, a wholly-owned subsidiary of the Company to the extent described therein free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of the any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are (A) the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which Registration Statement and (B) certain other subsidiaries which, considered in the Subsidiary is aggregate as a party or by which the Subsidiary is bound which has single subsidiary, do not otherwise been waived by such securityholder.constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The entities Each subsidiary listed on Schedule C 1 hereto (each, each a “Subsidiary” and and, collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary except where such failure would not result in a Material Adverse Effect. The only subsidiaries, direct and indirect, of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule 1 hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each of [List Subsidiaries] (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except those Subsidiaries incorporated in Ohio, of which up to 20% of the common stock of each such Subsidiaries is owned by third parties; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each subsidiary of the Company, and each Subsidiary ----------------------------- Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary such subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (except for any security interest or pledge contemplated by the Credit Agreement filed as Exhibit 10(a) to the Registration Statement); with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary any subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such subsidiary. The only subsidiaries of the Subsidiary pursuant Company (other than inactive subsidiaries) are the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration State ment.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" ----------------------------- of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a "Subsidiary" and, collectively, the Company, and each Subsidiary "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; and, except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . The only subsidiaries of the outstanding shares of capital stock of Company are the Subsidiary was issued in violation of the preemptive rights of any securityholder of the Subsidiary pursuant subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (each, each a “Subsidiary” and and, collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and except as otherwise disclosed in the Registration Statement, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21.1 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each subsidiary of the Company, and each Subsidiary Company has been duly organized and is validly existing as a corporation corporation, a limited liability company or a limited partnership in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, has corporate the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation or 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 qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementProspectuses, all of the issued and outstanding capital stock of each Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is and, with respect to shares owned by the Company, such shares are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than those under the Company's existing credit facility; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary subsidiaries was issued in violation of the any preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule C hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" of ----------------------------- the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary such subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21.1 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Company does not own or control, directly or indirectly, any corporation, association or entity other than the subsidiaries (each, each a “Subsidiary” and collectively, collectively the “Subsidiaries”) are the only significant subsidiaries (as defined listed in Rule 1-02 of Regulation S-X) of the Company, and each Exhibit A hereto. Each Subsidiary has been duly organized and is validly existing as a corporation in good standing standing, where applicable, under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in Registration Statement, the Final General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing standing, where applicable, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing standing, where applicable, would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding share capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of share capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of the Subsidiary pursuant to the such Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a "Subsidiary" and, collectively, the Company, and each Subsidiary "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementFinal Prospectus, all of the issued and outstanding capital stock of each such Subsidiary is owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, and none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are (a) the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.subsidiaries listed on Schedule IV hereto and

Good Standing of Subsidiaries. The entities only direct or ----------------------------- indirect subsidiaries of the Company are the corporations listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) B hereto. Each subsidiary of the Company, and each Subsidiary Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementOffering Memorandum, all of the issued and outstanding capital stock of each Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the preemptive rights charter or by- laws of any securityholder of the Subsidiary pursuant to the Subsidiary’s charter documents subsidiary or applicable law or under any agreement or instrument to which the Subsidiary Company or any subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderparty.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a "Subsidiary" and, collectively, the Company, "Subsidiaries") is listed on Exhibit 21.1 to the Registration Statement and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (except that the Company has pledged its shares of stock in each Subsidiary to Silicon Valley Bank to secure the line of credit described in the Prospectus); with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of 7 any securityholder security holder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21.1 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities Each subsidiary of the Company listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any such Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Other than the Subsidiary pursuant Subsidiaries, the Company has no subsidiaries which either (i) are "Significant Subsidiaries," as such term is defined under Regulation S-X under the 1933 Act, or (ii) are material to the Subsidiary’s charter documents Company's financial condition or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderresults of operations.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries ----------------------------- Company (as such term is defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary such subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21.1 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities Each subsidiary listed on Schedule C G hereto (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–assessable non‑assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries, direct and indirect, of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule G hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a "SUBSIDIARY" and, collectively, the Company, and each Subsidiary "SUBSIDIARIES") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, (including with respect to the credit agreement referred to in Exhibit 10.2 to the Registration Statement and the amendments thereto (the "CREDIT AGREEMENT")), all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. All Subsidiaries of the Subsidiary pursuant Company are listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each subsidiary of the Company, and each Subsidiary Company ----------------------------- has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary such subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (except for any security interest or pledge contemplated by the Credit Agreement filed as Exhibit 10(a) to the Registration Statement); with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary any subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such subsidiary. The only subsidiaries of the Subsidiary pursuant Company (other than inactive subsidiaries) are the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration State ment.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each Subsidiary of the Company, and each Subsidiary Company ----------------------------- has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only Subsidiaries of the Subsidiary pursuant Company are the Subsidiaries listed on Exhibit 21.1 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities Company has no material subsidiaries other than those listed on Schedule C hereto B hereto. Each such subsidiary (each, a “Material Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; and except as otherwise disclosed in the Registration StatementDisclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Material Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, and none of the outstanding shares of capital stock of the any Material Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of the Subsidiary pursuant to the such Material Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities Each subsidiary of the Company listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each Subsidiary such subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. Other than the Subsidiary pursuant Subsidiaries, the Company has no subsidiaries which either (i) are "Significant Subsidiaries," as such term is defined under Regulation S-X under the 1933 Act, or (ii) are material to the Subsidiary’s charter documents Company's financial condition or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderresults of operations.

Good Standing of Subsidiaries. The entities Each subsidiary of the Company listed on Schedule C D hereto (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of the Subsidiary pursuant to the such Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary (each, as defined in Rule 405 under the Securities Act) of the Company that is a “Subsidiarysignificant subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 02(w) of Regulation S-X) of the Company, and each Subsidiary (a “Significant Subsidiary”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only Significant Subsidiaries of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderCompany are listed on Schedule F hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a "SUBSIDIARY" and, collectively, the Company, and each Subsidiary "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Statement (including with respect to the credit agreement referred to in Exhibit 10.2 to the Registration Statement and the amendments thereto (the "CREDIT AGREEMENT")) all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. All Subsidiaries of the Subsidiary pursuant Company are listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, A) Each "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of the Companyand CHS, Community Health Investment Corporation, CHS Professional Service Corporation and Hallmark Healthcare Corporation and each Subsidiary other subsidiary which is a hospital holding company or an operating hospital (each a "Subsidiary" and, collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in Exhibit 21 to the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, equity and none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.Company are

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a Each “Subsidiarysignificant subsidiary” and collectively, of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each a “Subsidiary” and, collectively, the Company, and each Subsidiary “Subsidiaries”) has been duly organized and is validly existing as a corporation corporation, limited liability company, or statutory business trust, or has been duly chartered and validly existing as a New Jersey commercial bank, and each Subsidiary is in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the Final General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementOffering Memorandum, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule C hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (each, a “Subsidiary” and and, collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Final General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact its business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderCompany are The Fresh Market of Massachusetts, Inc. and The Fresh Market Gift Company, LLC.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each Subsidiary of the Company, and each Subsidiary Company has been duly organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or other organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Final Registration Statement, the Time of Sale Information and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementProspectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and and, to the extent owned by the Company is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As used herein “Subsidiary” means each subsidiary of the Subsidiary pursuant Company listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, in each case that is in existence on the date hereof. The Company does not own or control, directly or indirectly, any corporation, association or other entity, other than those subsidiaries which, in the aggregate, would not constitute a “Significant Subsidiary’s charter documents or applicable law or any agreement or instrument to which ,” as such term is defined in Rule 1-02 of Regulation S-X under the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderAct.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are (a) the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to Registration Statement and (b) certain other subsidiaries which the Subsidiary is a party or by which the Subsidiary is bound which has do not otherwise been waived by such securityholder.constitute "significant subsidiaries" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a Guarantor Subsidiary and each other “Subsidiarysubsidiary” and collectively, of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of (each, a “Subsidiary” and, collectively, the Company, and each Subsidiary “Subsidiaries”) has been duly organized and is validly existing as a corporation an entity in good standing under the laws of the jurisdiction of its incorporationformation, has corporate such entity power and authority to own, lease and operate its properties and to conduct its business as described in the Final General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding equity interests or capital stock stock, respectively, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable (to the extent applicable) and is owned by the Company, directly or through subsidiariesa Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding equity interests or shares of capital stock stock, respectively, of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of the Subsidiary pursuant to the such Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each direct and indirect subsidiary of the Company (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C Each of the subsidiaries of the Company identified in Exhibit 21 of the Registration Statement hereto (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”) are "), which includes each "significant subsidiary" of the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-X) of the Company), and each Subsidiary has been duly organized and is validly existing as a corporation or a limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, has corporate (or partnership) power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant 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’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is , do not constitute a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder."significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each of [ ], [ ] and ----------------------------- [ ] (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The Subsidiaries listed above are the Subsidiary pursuant to only subsidiaries of the Company and, when considered in the aggregate as a single Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is , do not constitute a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder."significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-Xeither direct or indirect) of the Company, and each Subsidiary Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed stated in the Registration StatementStatement and the Prospectus, all of the issued and outstanding shares of capital stock of each Subsidiary subsidiary of the Company has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, and none of the outstanding shares of capital stock of the Subsidiary any such subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such subsidiary. The only subsidiaries of the Subsidiary pursuant Company are (a) the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which Registration Statement and (b) certain other subsidiaries which, considered in the Subsidiary is aggregate as a party or by which the Subsidiary is bound which has single subsidiary, do not otherwise been waived by such securityholder.constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only Subsidiaries of the Subsidiary pursuant Company are the Subsidiaries listed on Exhibit 21.1 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company (each, a “"Subsidiary” and " and, collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and is validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of the Subsidiary pursuant to the such Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto Each subsidiary of the Company ----------------------------- (eacheach a "Subsidiary" and, a “Subsidiary” and collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, Each subsidiary bank chartered under the laws of any state or the federal laws of the United States that meets the definition of a “Subsidiary” and collectively, "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-XX promulgated under the 1933 Xxx) of (xach, a "Significant Bank Subsidiary" and, collectively, the Company"Significant Bank Subsidiaries"), and each Subsidiary if any, has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock of each Significant Bank Subsidiary has been duly authorized and is validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none . None of the outstanding shares of capital stock of the any Significant Bank Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of the Subsidiary pursuant to the such Significant Bank Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholder.

Good Standing of Subsidiaries. The entities only direct or ----------------------------- indirect subsidiaries of the Company are the corporations listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) B hereto. Each subsidiary of the Company, and each Subsidiary Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementOffering Memorandum, all of the issued and outstanding capital stock of each Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the preemptive rights charter or by-laws of any securityholder of the Subsidiary pursuant to the Subsidiary’s charter documents subsidiary or applicable law or under any agreement or instrument to which the Subsidiary Company or any subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderparty.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, Each "significant subsidiary" of the “Subsidiaries”) are the only significant subsidiaries Company (as such term is defined in Rule 1-02 of Regulation S-XX (each a "Subsidiary" and, collectively, the "Subsidiaries") of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation and, in jurisdictions where the legal concept exists, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification or good standing is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse EffectEffect and except for jurisdictions not recognizing the legal concepts of good standing or qualification; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiariesits subsidiaries (except for directors' qualifying shares), free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Subsidiary pursuant Company are the subsidiaries listed on Exhibit 21.1 to the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderRegistration Statement.

Good Standing of Subsidiaries. The entities Each subsidiary listed from time to time on Schedule C 1 hereto (each, each a “Subsidiary” and and, collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule 1 hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) Each of the Company, and subsidiaries of the ----------------------------- Company (each Subsidiary a "Subsidiary") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of the such Subsidiary pursuant to the Subsidiary’s charter documents or applicable law or under any agreement or instrument to which the Company or any Subsidiary is a party or by which party. The only subsidiaries of the Subsidiary is bound which has not otherwise been waived by such securityholderCompany are the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. The entities Each subsidiary listed on Schedule C 1 hereto (each, each a “Subsidiary” and and, collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate the power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and is duly qualified as a foreign corporation entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, and none of the outstanding shares of capital stock of the any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries, direct and indirect, of the Subsidiary pursuant to Company are the Subsidiary’s charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholdersubsidiaries listed on Schedule 1 hereto.

Good Standing of Subsidiaries. The entities listed on Schedule C hereto (eachExcept as otherwise disclosed in the Offering Circular, a “Subsidiary” and collectively, the “Subsidiaries”) are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) each subsidiary of the Company, and each Subsidiary Company has been duly organized organised and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organisation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus Offering Circular and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementOffering Circular, all of the issued and outstanding capital stock of each Subsidiary of the Company's subsidiaries has been duly authorized authorised and validly issued, is fully paid and non–-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of the Subsidiary Company's subsidiaries was issued in violation of the preemptive any pre-emptive or similar rights of any securityholder security holder of such subsidiary. Schedule B hereto sets forth a complete list of each subsidiary of the Subsidiary pursuant to Company with the Subsidiary’s charter documents relevant jurisdiction of incorporation or applicable law or any agreement or instrument to which organisation and the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such securityholderCompany's direct and indirect ownership thereof.