Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "significant subsidiary" subsidiary of the Company (as such term which is defined in Rule 1-02 of Regulation S-X) (including the Bank) a significant subsidiary (each, a "“Significant Subsidiary" and, collectively, ”) as defined in Rule 405 of Regulation C of the "Significant Subsidiaries") 1933 Act Regulations has been duly organized and is validly existing and as a corporation, limited liability company or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority as a corporation, limited liability company or partnership, as the case may be, to own, lease and operate its properties, properties and to conduct its business and, as described in the case Time of Sale Information and the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified as a foreign corporation, limited liability company or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to and be in good standing would notnot have a material adverse effect on the condition, singly financial or in otherwise, or the aggregateearnings, result in a Material Adverse Effect. All business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have such corporate subsidiary has been duly authorized and validly issued, are is fully paid and non-non assessable and are and, except for directors’ qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and all of the issued and outstanding shares partnership or limited liability company interests of capital stock of each such subsidiary which is a partnership or limited liability company, as applicable, have been duly authorized (if applicable) and validly issued and are fully paid and non-assessable and (except for other equity partnership or limited liability company interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered described in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning Time of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law Sale Information and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of Prospectus) are owned by the Company, threateneddirectly or through corporate subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "“Significant Subsidiary" ” and, collectively, the "“Significant Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" ” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's ’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

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

Good Standing of Subsidiaries. Each "“significant subsidiary" of the Company ” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company (including the Bank) (each, each a "“Significant Subsidiary" and, ” and collectively, the "“Significant Subsidiaries"”) and each of the Colony Funds (as defined below) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, and has all requisite corporate full power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of Registration Statement, the Bank, Disclosure Package and the Prospectus and to enter into, into and perform its obligations under, under this Agreement and is duly qualified as a foreign entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All The only direct and indirect subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the issued Company (each a “Subsidiary” and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issuedcollectively, the “Subsidiaries”) are fully paid and non(a) the Subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-assessable and are owned K filed on February 27, 2015 as amended by the Company’s Annual Report on Form 10-K/A filed on Xxxxx 00, directly or through subsidiaries0000, free (x) the Operating Partnership and clear of any security interestColony Capital OP Subsidiary, mortgageLLC, pledgea Delaware limited liability company (“CC OP Sub”), lien, encumbrance, claim or equity. None of (c) the outstanding shares of capital stock of or Colony Funds and (d) certain other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within Significant Subsidiary. “Colony Funds” means, collectively, all Funds (as defined below) for which the meaning Company or any of Rule 1its subsidiaries acts as a general partner or managing member (or in a similar capacity). “Fund” means any collective investment vehicle (whether open-02 of Regulation Sended or closed-X. The deposit accounts of each of ended) in which investors unaffiliated with the Company's banking subsidiaries general partner or managing member (i) make capital contributions and (ii) pay management fees and/or are insured up subject to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation a “carried interest” (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedother similar profits allocations).

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

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

Good Standing of Subsidiaries. Each "significant subsidiary" The Company has provided complete and correct copies of the Company articles of incorporation and the bylaws (or comparable organizational documents) of the Company, the Operating Partnership and their subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X) (including under the BankExchange Act) (each, a "Significant “Subsidiary" and, ” and collectively, the "“Subsidiaries”) and all amendments thereto have been delivered and, except as set forth in the Registration Statement or any Incorporated Document, no changes therein will be made on or after the date hereof through and including each Applicable Time; the Company, through two wholly-owned Subsidiaries, owned approximately 92.7% of the outstanding OP Units as of June 30, 2015; each of the “significant subsidiaries” of the Company as defined in Rule 405 of the Securities Act and ESS Holdings Business Trust I (each, a “Significant Subsidiary” and collectively, the “Significant Subsidiaries"”) has been duly organized and is validly existing and as a corporation, limited liability company, limited partnership or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate with full power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of Registration Statement and the Bank, to enter into, and perform its obligations under, this Agreement and Prospectus; each Subsidiary is duly qualified to transact do business as a foreign corporation, limited liability company, limited partnership or trust, as applicable, and is in good standing in each jurisdiction in which such qualification is required, whether by reason of where the ownership or leasing of property its properties or the conduct of businessits business requires such qualification, except where the failure to be so qualify or to be qualified and in good standing would not, singly individually or in the aggregate, result in have a Material Adverse Effect. All ; each of the issued Company and the Operating Partnership has no “significant subsidiary,” other than as set forth in Annex A hereto; all of the outstanding shares of capital stock of or other equity interests in of each Significant Subsidiary of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and assessable, as applicable, and, with respect to such securities, are owned directly or indirectly by the Company, directly Company or through subsidiaries, free and clear of any the Operating Partnership subject to no security interest, mortgageother encumbrance or adverse claims; and no options, pledgewarrants or other rights to purchase, lien, encumbrance, claim agreements or equity. None of the outstanding other obligations to issue or other rights to convert any obligation into shares of capital stock of or other equity ownership interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedoutstanding.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and all entities in which the Company has a direct or indirect majority equity interest or voting power (including the Bank) (each, each a "Significant SubsidiarySUBSIDIARY" and, collectively, the "Significant SubsidiariesSUBSIDIARIES") has been duly organized and is validly existing and as a corporation, general partnership, limited partnership, limited liability company or similar entity in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate organizational power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of the Bank, to enter into, and perform its obligations under, this Agreement Prospectuses and is duly qualified as a foreign corporation (or other such entity) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable (to the extent applicable) and are owned to the extent owned, directly or indirectly, by the Company, directly or through subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a "significant subsidiary" within the meaning of as defined in Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.X.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-XX promulgated by the Commission) (including the Bank) (each, each a "“Significant Subsidiary" and, ” and collectively, the "“Significant Subsidiaries") ”), which includes, without limitation, the entities listed on Exhibit D hereto, has been duly incorporated or organized and is validly existing and as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate formation with the power and authority (corporate and otherwise) to own, lease and operate its properties, properties and to conduct its business and, as described in the case of the Bank, to enter into, and perform its obligations under, this Agreement 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 the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in ownership interest of each Significant Subsidiary have of the Company’s subsidiaries has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, Company or the Operating Partnership directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary subsidiary of the Company were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The As of the date of this Agreement, the only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit I hereto and (b) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" within the meaning of ” as defined in Rule 1-02 02(w) of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits X promulgated by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedCommission.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organizationorganization (to the extent that the concept of good standing is applicable in such jurisdictions), has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of Registration Statement, the Bank, to enter into, General Disclosure Package and perform its obligations under, this Agreement the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction (to the extent that the concept of good standing is applicable in such jurisdictions) in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, except to the extent any such security interest, mortgage, pledge, lien, encumbrance or claim would not, individually or equityin the aggregate, result in a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K incorporated by reference in the Registration Statement and (B) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" within the meaning of ” as defined in Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.X.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "“Significant Subsidiary" ” and, collectively, the "“Significant Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" ” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's ’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and and, except as disclosed in Schedule B, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.S-

Good Standing of Subsidiaries. Each "“significant subsidiary" ’ of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of General Disclosure Package and the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company other than are the Significant Subsidiaries are subsidiaries whichlisted on Schedule C hereto. Riverview Community Bank, considered in a subsidiary of the aggregate Company, is an insured bank under the provisions of the Federal Deposit Insurance Act, as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. amended. The deposit accounts of each of the Company's banking subsidiaries Riverview Community Bank are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company’s knowledge, threatened.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder security holder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

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

Good Standing of Subsidiaries. Each "“significant subsidiary" ” (as defined in Section 15 hereof) of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and as a corporation, limited liability company, limited partnership, trust company, statutory business trust or bank in good standing under the laws of the its respective jurisdiction of its incorporation or other organization, has all requisite corporate organization with the power and authority (corporate and otherwise) to own, lease and operate its properties, properties and to conduct its business as described in the Time of Sale Information and the Prospectus and, in where applicable taking into account the case nature of the BankSubsidiary, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary that is a corporation has been duly authorized and validly issued and is fully paid and non-assessable. The issued and outstanding shares of capital stock of or other equity interests in of each Significant such Subsidiary have been duly authorized and validly issued, that are fully paid and non-assessable and owned directly or indirectly by the Company are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in interest of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder or equity holder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries Subsidiaries of the Company other than are the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedlisted on Schedule B hereto.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "“Significant Subsidiary" ” and, collectively, the "“Significant Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and and, except as disclosed in Schedule C, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" ” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.S-

Good Standing of Subsidiaries. Each Washington Mutual Bank fsb ("significant subsidiary" WMBfsb") has been duly organized and is validly existing as a federally chartered stock savings bank and is a stockholder and customer in good standing of the Federal Home Loan Bank of Seattle ("FHLBS"); WMBfsb's deposit accounts are insured up to applicable limits by the Federal Deposit Insurance Corporation ("FDIC"); and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or WMBfsb, threatened. Washington Mutual Bank (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant SubsidiariesWMB") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction State of its incorporation Washington and is a stockholder and customer in good standing of the FHLBS; WMB's deposit accounts are insured up to applicable limits by the FDIC; and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or WMB, threatened. American Savings Bank, F.A. ("ASB") has been duly organized and is validly existing as a federally chartered stock savings association and is a stockholder and customer in good standing of the Federal Home Loan Bank of San Francisco; ASB's deposit accounts are insured up to applicable limits by the FDIC; and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or ASB, threatened. WMBfsb, WMB and ASB (collectively, the "Subsidiaries") are the only "significant subsidiaries" (as such term is defined in Rule 1-02 of Regulation S-X) of the Company (and all of the subsidiaries of the Company other organizationthan the Subsidiaries, if considered in the aggregate as one subsidiary, would not constitute a significant subsidiary) and each of the Company's subsidiaries has all requisite the corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, in all material respects as described in the case of the Bank, to enter into, and perform its obligations under, this Agreement Prospectuses and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have of WMBfsb, WMB and ASB has been duly authorized and validly issued, are is fully paid and non-assessable nonassessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of any of WMBfsb, WMB or other equity interests in any Significant Subsidiary were ASB was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) Caribou Ventures, Caribou on Piedmont, Inc., Caribou MSP Airport, Caribou Coffee Development Company, Inc. (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement or as pledged to secure the obligations of the Company under the Second Amended and Restated Lease and License Financing dated June 29, 2004 between the Company and Arabica Funding, Inc. (the "Lease Financing"), all of the issued and outstanding shares of capital stock of or other equity ownership interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity ownership interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the Subsidiaries, which are listed on Exhibit 21 to the Registration Statement, and (B) certain other than the Significant Subsidiaries are subsidiaries whichthat, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of as defined in Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.X.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organizationorganization (to the extent that the concept of good standing is applicable in such jurisdictions), has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of Registration Statement, the Bank, to enter into, General Disclosure Package and perform its obligations under, this Agreement the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction (to the extent that the concept of good standing is applicable in such jurisdictions) in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, except to the extent any such security interest, mortgage, pledge, lien, encumbrance or claim would not, individually or equityin the aggregate, result in a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" within the meaning of ” as defined in Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.X.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All Except as disclosed on Schedule C, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.S-

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "“Significant Subsidiary" ” and, collectively, the "“Significant Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and and, except as set forth in the Disclosure Information, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" ” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's ’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All Except as disclosed in Schedule B, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.S-

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the BankBanks) (each, a "“Significant Subsidiary" ” and, collectively, the "“Significant Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the each Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable assessable, and shares of capital stock or other equity interests in each Significant Subsidiary are owned by the Company, directly or through subsidiaries, as set forth on Schedule B attached hereto, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary owned by the Company were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" ” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's ’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

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

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

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

Good Standing of Subsidiaries. Each "The Bank is the only “significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") and has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, as described in the case of Registration Statement, the Bank, General Disclosure Package and the Prospectus and to enter into, and perform its obligations under, this Agreement and Agreement. The Bank is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary the Bank have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary the Bank were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitythe Bank. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company’s annual report on Form 10-K and (B) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" ” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's ’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "“Significant Subsidiary" ” and, collectively, the "“Significant Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and and, except as disclosed in Schedule C, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" ” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's ’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All Except as set forth on Schedule B, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.S-

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "“Significant Subsidiary" ” and, collectively, the "“Significant Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, as described in the case of Registration Statement, the Bank, General Disclosure Package and the Prospectus and to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" ” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of Manufacturers and Traders Trust Company and Wilmington Trust, N.A. (each, a “Bank Subsidiary,” and, collectively, the Company's banking subsidiaries “Bank Subsidiaries”) are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedcontemplated. The Bank Subsidiaries have met all conditions of such insurance, including timely payment of the premiums.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and and, except as disclosed on Schedule B, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.S-

Good Standing of Subsidiaries. Each Universal Compression, Inc., a Texas corporation (the "Operating Subsidiary"), is the only "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") ). The Operating Subsidiary has been duly organized incorporated and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organization, and has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case Prospectus; each of the Bank, to enter intoother subsidiaries of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, and perform has corporate power and authority to own, lease and operate its obligations under, this Agreement properties and to conduct its business as described in the Prospectus except where such failure would not result in a Material Adverse Effect; each of the Operating Subsidiary and the other subsidiaries of the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have subsidiary has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None similar encumbrance; none of the outstanding shares of capital stock of or other equity interests in any Significant the Operating Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule D hereto. The subsidiaries listed on Schedule D hereto other than the Significant Subsidiaries are subsidiaries whichOperating Subsidiary, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of as defined in Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.X.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-non- assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of the Company and each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "Laundry Corp. and each “significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank, including, without limitation, Laundry Corp., Coinmach Corp., AWA and Super Laundry Equipment Corp., a New York corporation) (each, a "Significant “Subsidiary" and, ” and collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a "“significant subsidiary" within the meaning of ” as defined in Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.X.

Good Standing of Subsidiaries. Each "Xxxx Xxxxxx Bank (the “Bank”) is the only “significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") and has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite the corporate power and authority to own, lease and operate its properties, to conduct its business and, as described in the case of Registration Statement, the Bank, General Disclosure Package and the Prospectus and to enter into, and perform its obligations under, this Agreement and Agreement. The Bank is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary the Bank have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityother adverse interest. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary the Bank were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitythe Bank. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company’s most recent annual report on Form 10-K and (B) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" ” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries Bank are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "significant subsidiary" subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of Registration Statement, the Bank, to enter into, General Disclosure Package and perform its obligations under, this Agreement the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or could not reasonably be expected to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant Subsidiary have subsidiary has been duly authorized and validly issued, are is (as applicable) fully paid and non-assessable (except to the extent such non-assessability may be affected by Section 17-607 of the Delaware Revised Uniform Limited Partnership Act or Section 18-607 of the Delaware Limited Liability Company Act) and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than (i) as described in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection with indebtedness described in the Registration Statement, the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The only subsidiaries of the Company does not own or control, directly or indirectly, any corporation, association or other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as entity that is or will be a single subsidiary, do not constitute a "“significant subsidiary" ” (within the meaning of Rule 1-02 02(w) of Regulation S-X. The deposit accounts X) other than the entities listed on Schedule E hereto. For the purposes of this Agreement, “subsidiary” means each direct and indirect subsidiary of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-X) (including the Bank) (each, each a "Significant “Subsidiary" and, ” and collectively, the "Significant “Subsidiaries") ”), which includes, without limitation, the Operating Partnership, Sunstone Hotel TRS Lessee, Inc., a Delaware corporation, Buy Efficient, L.L.C., a Delaware limited liability company, Sunstone Century Star, LLC, a Delaware limited liability company, and Sunstone 42nd Street, LLC, a Delaware limited liability company, has been duly incorporated or organized and is validly existing and as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate formation with the power and authority (corporate and otherwise) to own, lease own its properties and operate its properties, to conduct its business and, as described in the case Prospectus. Each of the Bank, to enter into, and perform its obligations under, this Agreement and Subsidiaries is duly qualified to transact do business and is as a foreign corporation in good standing in each jurisdiction (which jurisdictions are set forth on Exhibit D attached hereto) in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in not have a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, Company or the Operating Partnership directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to the registration statement of the Company on Form S-11 (File No. 333-117141) and (b) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a "“significant subsidiary" within the meaning of ” as defined in Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.X.

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

Good Standing of Subsidiaries. Each "direct or indirect “significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) is listed on Schedule C hereto (including each a “Significant Subsidiary and collectively the Bank) (each, a "Significant Subsidiary" and, collectively, the "“Significant Subsidiaries"”) and either has been duly organized and is validly existing as a corporation or limited liability company, or has been duly chartered and is validly existing as a Virginia state-chartered bank, in each case in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of General Disclosure Package and the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equity. None claim; none of the outstanding shares of capital stock of of, or other equity interests in in, any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary subsidiary or any other entity. The only subsidiaries Union Bank & Trust (the “Bank”) is a Virginia chartered commercial bank and member of the Company other than the Significant Subsidiaries are subsidiaries which, considered Federal Reserve System. The Bank’s charter is in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. full force and effect. The deposit accounts of each of the Company's banking subsidiaries Bank are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedis threatened or contemplated. The activities of the subsidiaries of the Bank are permitted activities of subsidiaries of a Virginia chartered state bank and Federal Reserve System member bank under applicable law.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All Except as disclosed in Schedule C, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.S-

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "“Significant Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) and PharmAkea, Inc., Galecto Biotech AB, and Galecto ApS (each, a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of Registration Statement, the Bank, to enter into, General Disclosure Package and perform its obligations under, this Agreement the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" within the meaning of ” as defined in Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.X.

Good Standing of Subsidiaries. Each The only "significant subsidiarysubsidiaries" of the Company (as such term is defined in Rule 1-02 of Regulation S-XX under the 1933 Act) are Centennial Energy Holdings, Inc., WBI Holdings, Inc., XXX Xxpeline & Storage Group, Inc., Knife River Corporation, KRC Holdings, Inc., Fidelity Oil Co., Fidelity Exploration & Production Company, Morse Bros., Inc., KRC Holdings, Inc. and Williston Basin Interstaxx Xxpeline Company (including the Bank) (each"Subsidiaries", and individually, a "Significant Subsidiary" and, collectively, "). Each Subsidiary of the "Significant Subsidiaries") Company has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule A hereto and (b) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiaryentity, do not constitute a "significant subsidiary" within the meaning of as defined in Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.X.

Good Standing of Subsidiaries. Each of ----------------------------- Centennial Energy Holdings, Inc. ("significant subsidiary" of the Centennial"), Williston Basin Interstate Pipeline Company (as such term is defined in Rule 1-02 of Regulation S-X"Williston"), Knife River Corporation ("Knife River"), KRC Holdings, Inc. ("KRC"), Fidelity Oil Co. ("Fidelity"), Fidelity Oil Holdings, Inc. ("Fidelity Holdings"), Xxxxx Bros., Inc. ("Xxxxx") and Utility Services, Inc. (including "Utility Services"; together with Centennial, Williston, Knife River, KRC, Fidelity, Fidelity Holdings, and Xxxxx (the Bank) (each"Subsidiaries", and individually, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto and (b) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a "significant subsidiary" within the meaning of as defined in Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.X.

Good Standing of Subsidiaries. Each "significant subsidiary" subsidiary of the Company set ----------------------------- forth on Schedule E hereto (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and as a corporation, partnership, association or similar business entity, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or other organization, as the case may be, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of Prospectus and the Bank, to enter into, and perform its obligations under, this Agreement German Listing Prospectus and is duly qualified as a foreign corporation, partnership, association or similar business entity, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All ; no changes to the certificates of incorporation and the bylaws or other organizational instruments of the Subsidiaries will be made subsequent to the date hereof and prior to the Closing Time except as set forth in the exhibits to the Registration Statement; except as otherwise disclosed in the Registration Statement or the German Listing Prospectus, as the case may be, the issued and outstanding shares of capital stock of or other equity interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity (other than interests secured under the $250 million Senior Secured Credit Agreement, dated August 17, 1999, filed as Exhibit 10.7 to the Registration Statement); none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries All of the Subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up listed on Exhibit 21.1 to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedRegistration Statement.

Good Standing of Subsidiaries. Each "“significant subsidiary" of the Company ” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company (including the Bank) (each, each a "“Significant Subsidiary" and, ” and collectively, the "“Significant Subsidiaries"”) and each of the Colony Funds (as defined below), has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, and has all requisite corporate full power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of Registration Statement, the Bank, General Disclosure Package and the Prospectus and to enter into, into and perform its obligations under, under this Agreement and is duly qualified as a foreign entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only direct and indirect subsidiaries of the Company (as defined in Rule 1-02 of Regulation S-X) of the Company (each a “Subsidiary” and collectively, the “Subsidiaries”) are (A) the Subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on February 27, 2015 as amended by the Company’s Annual Report on Form 10-K/A filed on Xxxxx 00, 0000, (X) the Operating Partnership and Colony Capital OP Subsidiary, LLC, a Delaware limited liability company (“CC OP Sub”), (C) the Colony Funds and (D) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within Significant Subsidiary. “Colony Funds” means, collectively, all Funds (as defined below) for which the meaning Company or any of Rule 1its subsidiaries acts as a general partner or managing member (or in a similar capacity). “Fund” means any collective investment vehicle (whether open-02 of Regulation Sended or closed-X. The deposit accounts of each of ended) in which investors unaffiliated with the Company's banking subsidiaries general partner or managing member (i) make capital contributions and (ii) pay management fees and/or are insured up subject to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation a “carried interest” (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedother similar profits allocations).

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the BankBanks) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the BankBanks, to enter into, and perform its obligations under, this Agreement and is are duly qualified to transact business and is are in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and and, except as set forth in Schedule B, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.S-

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) and Village Capital Corporation, an Indiana corporation (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All Except as disclosed in Schedule C, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "“Significant Subsidiary" ” and, collectively, the "“Significant Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All Except as described in the Disclosure Information, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" ” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's ’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "significant subsidiary" The only subsidiaries of the Company are the subsidiaries listed on Schedule D hereto (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries") ”). Fidelity Bank & Trust, a Federal savings bank and a wholly-owned subsidiary of the Company (the “Bank”), has been duly organized and is validly existing and in good standing as a federal savings bank under the laws of the jurisdiction United States of its incorporation America. Each Subsidiary has the corporate or other organization, has all requisite corporate banking power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of the Bank, to enter into, and perform its obligations under, this Agreement 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 or failures so to so qualify or to be in good standing would not, singly individually or in the aggregate, result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. Except as set forth in the Prospectus or as required in connection with the exercise of its rights as a creditor, or pursuant to a bona fide collateral pledge arrangement, neither the Company nor any Subsidiary owns any shares of stock or any other equity securities of any corporation or has any equity interest in any firm, partnership, trust, association, joint venture or other business entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

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

Good Standing of Subsidiaries. Each "“significant subsidiary" ” (as defined in Section 15 hereof) of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and as a corporation, limited liability company, limited partnership, trust company, statutory business trust or bank in good standing under the laws of the its respective jurisdiction of its incorporation or other organization, has all requisite corporate organization with the power and authority (corporate and otherwise) to own, lease and operate its properties, properties and to conduct its business as described in the Time of Sale Information and the Prospectus and, in where applicable taking into account the case nature of the BankSubsidiary, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, Time of Sale Information and Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary that is a corporation has been duly authorized and validly issued and is fully paid and non-assessable. The issued and outstanding shares of capital stock of or other equity interests in of each Significant such Subsidiary have been duly authorized and validly issued, that are fully paid and non-assessable and owned directly or indirectly by the Company are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in interest of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder or equity holder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries Subsidiaries of the Company other than are the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedlisted on Schedule 2 hereto.

Good Standing of Subsidiaries. Each "DBV Technologies Inc., a Delaware corporation (the “Subsidiary”) is the Company’s only significant subsidiary" of the Company subsidiary (as such term is defined in under Rule 1-02 of Regulation S-X) (including ). Each of the Bank) (each, a "Significant Subsidiary" and, collectively, Company and the "Significant Subsidiaries") has Subsidiary have been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized (to the extent the concept of its incorporation “good standing” or other organizationsuch equivalent concept exists under the laws of such jurisdiction), has all requisite with full corporate power and authority to ownown or lease, lease as the case may be, and to operate its properties, to properties and conduct its business and, as described in the case of the BankDisclosure Materials, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact do business as a foreign corporation and is in good standing in under the laws of each jurisdiction in which requires such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessqualification, except where the failure to be so qualify qualified or to be in good standing would notnot reasonably be expected, singly individually or in the aggregate, result in to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”) (to the extent the concepts of “due qualification” and/or “good standing” or such equivalent concepts exists under the laws of such jurisdiction). All With respect to the Company or to the Subsidiary (a) no application for the appointment of an ad hoc representative (mandataire ad hoc) has been made, (b) no application to enter into a safeguard procedure (procédure de sauvegarde) has been made, (c) no application to enter into an accelerated safeguard procedure (procédure de sauvegarde accelérée) has been made, (d) no application to enter into a conciliation procedure (procédure de conciliation) has been made, (e) no application for the transfer of whole of the issued and outstanding shares business (cession totale de l’entreprise) has been made, (f) no notice of capital stock of judicial reorganisation (redressement judiciaire), judicial liquidation (liquidation judiciaire) or voluntary liquidation has been filed, (g) no conveyance, assignment or other equity interests in each Significant arrangement for the benefit of, or enters into a composition with, its creditors has been made and (h) no proceedings under any applicable laws before a court having competent jurisdiction over the Company or such Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of which has analogous effect to any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of proceedings referred to in this paragraph (j) is commenced, threatened or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedpending.

Good Standing of Subsidiaries. Each Laundry Corp. and each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank, including, without limitation, Laundry Corp., Coinmach Corp., AWA and Super Laundry Equipment Corp., a New York corporation) (each, a "Significant Subsidiary" and, and collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a "significant subsidiary" within the meaning of as defined in Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.X.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) and First Advantage OREO, LLC (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” (as defined in Section 15 hereof) of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and as a corporation, limited liability company, limited partnership, trust company, statutory business trust or bank in good standing under the laws of the its respective jurisdiction of its incorporation or other organization, has all requisite corporate organization with the power and authority (corporate and otherwise) to own, lease and operate its properties, properties and to conduct its business as described in the Time of Sale Information and the Prospectus and, in where applicable taking into account the case nature of the BankSubsidiary, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary that is a corporation has been duly authorized and validly issued and is fully paid and non-assessable. The issued and outstanding shares of capital stock of or other equity interests in of each Significant such Subsidiary have been duly authorized and validly issued, that are fully paid and non-assessable and owned directly or indirectly by the Company are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in interest of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder or equity holder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries Subsidiaries of the Company other than are the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedlisted on Schedule C hereto.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and and, except as set forth on Schedule B, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder security holder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.S-

Good Standing of Subsidiaries. Each "significant subsidiary" Significant Subsidiary (as defined below) of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly incorporated or organized and is validly existing and as a company or corporation in good standing under the laws of the jurisdiction of its incorporation or other organization, organization and has all requisite the necessary corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of Pricing Prospectus and the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, the Pricing Prospectus or the Prospectus, all of the issued and outstanding shares of share capital or capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity interest; none of the outstanding shares of share capital or capital stock of or other equity interests in any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary subsidiary. For purposes of this Agreement, “Subsidiary” means, as applied to any person, any corporation of which an aggregate of greater than 50% of the outstanding Voting Shares of such entity is, at any time, directly or any other entity. The only indirectly, owned by such person and/or one or more subsidiaries of such person (or if the Company other than concept of Voting Shares is inapplicable to such entity, “Subsidiary” shall have the meaning set forth in Rule 405 under the Act) and “Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within Subsidiary” shall have the meaning of Rule 1-02 of “significant subsidiary” as set forth in Regulation S-X. X; for purposes of the definition of “Subsidiary,” “Voting Shares” means, with respect to any corporation, the capital stock having the general voting power under ordinary circumstances to elect at least a majority of the board of directors (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency). The deposit accounts of each subsidiaries listed on Schedule III hereto are the only Significant Subsidiaries of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "The Bank is the only “significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") and has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, as described in the case of Registration Statement, the Bank, General Disclosure Package and the Prospectus and to enter into, and perform its obligations under, this Agreement and Agreement. The Bank is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary the Bank have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary the Bank were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitythe Bank. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company’s annual report on Form 10-K and (B) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" ” within the meaning of Rule 1-1- 02 of Regulation S-X. The deposit accounts of each of the Company's ’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries subsidiary are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 02(w) of Regulation S-XX promulgated by the Commission) (including the Bank) (each, each a "“Significant Subsidiary" and, ” and collectively, the "“Significant Subsidiaries") ”), which includes, without limitation, the entities listed on Exhibit D hereto, has been duly incorporated or organized and is validly existing and as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate formation with the power and authority (corporate and otherwise) to own, lease and operate its properties, properties and to conduct its business and, as described in the case of the Bank, to enter into, and perform its obligations under, this Agreement 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 the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in ownership interest of each Significant Subsidiary have of the Company’s subsidiaries has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, Company or the Operating Partnership directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary subsidiary of the Company were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The As of the date of this Agreement, the only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit H hereto and (b) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" within the meaning of ” as defined in Rule 1-02 02(w) of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits X promulgated by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedCommission.

Good Standing of Subsidiaries. Each "significant subsidiary" subsidiary of the Company named in Annex A hereto (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a "Significant Subsidiary" and, collectively, and collectively the "Significant Subsidiaries") has been duly organized incorporated and is validly existing and as a corporation, limited liability company or limited liability partnership, or general or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of the BankRegistration Statement and Prospectus, to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign corporation, limited liability company or limited liability partnership or general 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 so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. , All of the issued and outstanding shares of capital stock of or other equity interests in each of the Significant Subsidiary have Subsidiaries that is a corporation has been duly authorized and validly issued, are is fully paid and non-assessable assessable, and all of the partnership and other equity interests in each other Significant Subsidiary are validly issued and fully paid; except as otherwise disclosed in the Registration Statement, all such shares and interests, as the case may be, are owned by the Company, directly or through subsidiariesSignificant Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares of capital stock of or partnership or other equity interests in of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder security holder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries Company's Significant Subsidiaries owned in the aggregate 90% of the consolidated assets of the Company other than the Significant Subsidiaries are subsidiaries whichand its subsidiaries, considered taken as a whole, as of December 31, 2003 and had in the aggregate more than 90% of the consolidated revenues of the Company and its subsidiaries, taken as a single subsidiarywhole, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending oryear ended December 31, to 2003, in each case, as determined in accordance with generally accepted accounting principles in the knowledge of the Company, threatenedUnited States.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and as a corporation, limited liability company, limited partnership, trust company, statutory business trust or bank in good standing under the laws of the its respective jurisdiction of its incorporation or other organization, has all requisite corporate organization with the power and authority (corporate and otherwise) to own, lease and operate its properties, properties and to conduct its business and, as described in the case of General Disclosure Package and the Bank, to enter into, and perform its obligations under, this Agreement Final Prospectus and is duly qualified as a foreign organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or of equity. None ; none of the outstanding shares of capital stock of or other equity interests in interest of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder or equity holder of such Significant Subsidiary or any other entity. The only subsidiaries Berkshire Bank (the “Bank”) is a Massachusetts-chartered trust company and member of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. Federal Reserve System. The deposit accounts of each of the Company's banking subsidiaries Bank are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "“FDIC"”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedthreatened or contemplated. The activities of the subsidiaries of the Bank are permitted activities of subsidiaries of a Massachusetts-chartered trust company and the Board of Governors of the Federal Reserve System (the “FRB”) member bank under applicable law. The Bank is a member in good standing of the Federal Home Loan Bank of Boston. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.0 of the Company’s Annual Report on Form 10-K incorporated by reference into the Registration Statement.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and and, except as set forth in Section 1(a)(iv) of Schedule B, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the each Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the each Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and and, except as set forth in Section 1(a)(iv) of Schedule B, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "“Significant Subsidiary" ” and, collectively, the "“Significant Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and and, except as disclosed on Schedule B, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" ” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.S-

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of General Disclosure Package and the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All The activities of the Company’s subsidiaries are permitted of subsidiaries of a bank holding company under applicable law and the rules and regulations of the Federal Reserve Board (the “FRB”) set forth in Title 12 of the Code of Federal Regulations. The activities of Citizens Business Bank (the “Bank”) are permitted under the laws and regulations of the State of California and the deposit accounts in the Bank are insured up to the applicable limits by the Federal Deposit Insurance Corporation (the “FDIC”). Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto and (b) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" within the meaning of ” as defined in Rule 1-02 of Regulation S-X. The deposit accounts Each of each CVB Ventures, Inc., Chino Valley Bancorp and Orange National Bancorp is an inactive California subsidiary of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund Company and will be an inactive subsidiary of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations Company as of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedClosing Time.