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 and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) Xxxxxx Pacific Services, Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date of this Agreement, the only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed Form 10-K for the year ended December 31, 2018 and (B) the additional subsidiaries listed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule 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 and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not be reasonably likely to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17(excluding any subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the CompanyRegulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated organized or organized formed and is validly existing as a corporation corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing so qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder stockholder of such Subsidiary. The only direct subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with or such amendment to the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyRegistration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationorganization (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (or such equivalent concept to the extent it exists under the laws of such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (or such equivalent concept to the extent it exists under the laws of such jurisdiction) and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2022.

Good Standing of Subsidiaries. Each The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1‑02(w) of Regulation S‑X are the Subsidiaries listed on Exhibit 21 to the Company’s most recent Annual Report on Form 10‑K. Each of the Subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, or the “Subsidiaries”) Operating Partnership has been duly incorporated or organized and is validly existing as a corporation corporation, limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation in which it is chartered or organization, organized and has corporate the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Registration Statement, the Disclosure Package and the Prospectus, and is duly qualified or registered as a foreign corporation to transact business corporation, limited partnership, general partnership or limited liability company, as applicable, and is in good standing in each the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing register would not result in a Material Adverse Effect. Except as otherwise disclosed in All the Registration Statement and the General Disclosure Packageoutstanding shares of capital stock, all of the issued and outstanding capital stock partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary has have been duly authorized and validly issued, is issued and are fully paid and non-assessable non‑assessable, and, except as otherwise set forth in each of the Registration Statement, the Disclosure Package and is the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the CompanyCompany or the Operating Partnership, as applicable, either directly or through Subsidiaries, wholly‑owned Subsidiaries free and clear of any perfected security interestinterest or any other security interests, mortgageclaims, pledge, lien, encumbrance, claim liens or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Companyencumbrances.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the any preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation corporation, limited liability company, limited partnership, trust company, statutory business trust or bank in good standing under the laws of the its respective jurisdiction of its incorporation or organization, has corporate organization with the power and authority (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Final Prospectus and is duly qualified as a foreign corporation organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackagePackage and Final Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and non-assessable assessable. The issued and is outstanding shares of capital stock or other equity interests of each such Subsidiary that are owned directly or indirectly by the Company are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests interest of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder or equity holder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated organized or organized formed, as applicable, and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, has corporate trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign corporation to transact business and entity. Each subsidiary of the Company is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests in each subsidiary of each such Subsidiary has the Company (including, without limitation, all of the issued and outstanding OP Units of the Operating Partnership) have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares ownership interests in any subsidiary of capital stock or other equity interests of any Subsidiary was the Company were issued in violation of the any preemptive rights or other similar rights of any securityholder of such Subsidiaryrights. The only subsidiaries of the Company are (A) the subsidiaries of the Company listed on Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with 2017 and (B) certain other subsidiaries which, considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary,” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) Company’s subsidiaries has been duly incorporated or organized formed, as applicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organizationformation, as applicable, and has corporate corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus General Disclosure Package and the Prospectus. Each of the Company’s subsidiaries is duly qualified as a foreign corporation corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, all All of the issued and outstanding capital stock or other equity interests ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim or equityexcept as disclosed in the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock stock, limited liability company interests or other equity interests limited partnership interests, as the case may be, of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder securityholder, member or partner, as the case may be, of such Subsidiarysubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was Company’s Annual Report on Form 10-K filed on March 17, 2011 with the CommissionCommission on February 19, and each of such subsidiaries is directly or indirectly wholly owned by the Company2013.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X and that own, directly or indirectly, any material assets are listed on Schedule D Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Each of this Agreement) (the Operating Partnership and each a “Subsidiary” and, collectively, the “Subsidiaries”) other subsidiary has been duly incorporated or organized and is validly existing as a corporation limited partnership, trust, limited liability company or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporation formation or organization, has the partnership, trust or corporate power power, as the case may be, and authority authority, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation partnership, trust, limited liability company or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has subsidiary, have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Companysubsidiary.

Good Standing of Subsidiaries. Each Affiliate (as defined in the Prospectus) and each other “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital share capital, common stock or other equity membership interests (as applicable) of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable assessable, and is the share capital, common stock or membership interests, as applicable, owned by the Company, directly or through Subsidiariessubsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital share capital, common stock or other equity membership interests (as applicable) of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement (which was filed on March 17, 2011 with the Commission, and includes each Affiliate of such subsidiaries is directly or indirectly wholly owned by the Company.) and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporation or organizationformation, has corporate or limited liability company power and corporate or limited liability company authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity limited liability company interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity limited liability company interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the CommissionSchedule C hereto, and each of then only Significant Subsidiaries are the subsidiaries identified as such subsidiaries is directly or indirectly wholly owned by the Company.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 and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationorganization and is validly existing in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonable be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Significant Subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated organized or organized formed, as applicable, and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, has corporate trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign corporation to transact business and entity. Each subsidiary of the Company is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests in each subsidiary of each such Subsidiary has the Company (including, without limitation, all of the issued and outstanding OP Units of the Operating Partnership) have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares ownership interests in any subsidiary of capital stock or other equity interests of any Subsidiary was the Company were issued in violation of the any preemptive rights or other similar rights of any securityholder of such Subsidiaryrights. The only subsidiaries of the Company are (A) the subsidiaries of the Company listed on Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with 2018 and (B) certain other subsidiaries which, considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary,” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company DFH LLC (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the CompanyDFH LLC, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company DFH LLC are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries Regulation S-X. Prior to the Corporate Reorganization, the only subsidiary of the Company is directly or indirectly wholly owned by the CompanyMerger Sub.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) IV hereto has been duly incorporated or organized and is validly existing as a corporation and in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporation or organizationorganization as set forth on Schedule IV, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock (or other equity interests ownership interests) of each such Subsidiary has been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock (or other equity interests ownership interests) of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule IV hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not be reasonably likely to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17(excluding any subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the CompanyRegulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Caribou Ventures, Caribou on Piedmont, Inc., Caribou MSP Airport, Caribou Coffee Development Company, Inc. (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement 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 General Disclosure PackageCompany and Arabica Funding, Inc. (the "Lease Financing"), all of the issued and outstanding capital stock of or other equity ownership interests of in each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity ownership interests of in any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries Subsidiaries, which are listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the CommissionStatement, and each (B) certain other subsidiaries that, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed set forth on Schedule D of this Agreement) VII hereto (each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. The Other than the Significant Subsidiaries, none of the subsidiaries of the Company have assets that individually comprise more than ten percent (10%) of the total assets of the Company and its subsidiaries consolidated as of March 31, 2008. Except for the subsidiaries listed on Schedule VIII, the only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed on March 17, 2011 with the CommissionCommission on February 29, and each of such subsidiaries is directly or indirectly wholly owned by the Company2008.

Good Standing of Subsidiaries. Each “significant subsidiary” of subsidiary listed in Exhibit 21.1 to the Company (as such term is defined in Rule 1Company’s Annual Report on Form 10-02 of Regulation S-X and listed on Schedule D of this Agreement) K for the most recently ended fiscal year (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries subsidiaries, direct and indirect, of the Company are the subsidiaries listed on in Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the most recently ended fiscal year, 2011 with other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Commission, and each Exchange Act or (ii) those subsidiaries formed since the last day of such subsidiaries is directly or indirectly wholly owned by the Companymost recently ended fiscal year.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreementunder the 1934 Act Regulations) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of Except as listed on Schedule 1(a)(xii) hereto, the Company are does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the subsidiaries entities listed on Exhibit 21.1 21 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2019.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) Xxxxxx Pacific Services, Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date of this Agreement, the only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed Form 10-K for the year ended December 31, 2013 and (B) the additional subsidiaries listed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed identified on Schedule D of this Agreement) hereto (each each, a “Subsidiarysubsidiary” and, collectively, the “Subsidiariessubsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Each subsidiary of the Company which conducts business as a bank is duly authorized to conduct such banking business in each jurisdiction in which such banking business is conducted or is validly existing as a national banking association under the laws of the United States, except in each case where the failure to be so authorized or be in valid existence would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock or other equity interests of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to Schedule D hereto and (b) certain other unregulated subsidiaries which, considered in the Registration Statement which was filed on March 17aggregate as a single subsidiary, 2011 with the Commission, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to included or incorporated by reference in the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-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 X) and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction State of its incorporation or organizationGeorgia, has all requisite corporate power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into, and perform its obligations under, this Agreement and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed described in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of each such Subsidiary has the Bank have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was the Bank were issued in violation of the any preemptive or similar rights of any securityholder Person (as defined below) with respect to the acquisition of such Subsidiaryshares of capital stock of the Bank. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with Statement. The deposit accounts of the CommissionBank 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 each no proceeding for the revocation or termination of such subsidiaries insurance is directly or indirectly wholly owned by pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission2021, and each of such subsidiaries is directly or indirectly wholly owned as amended by the Company’s Form 10-K/A Amendment No. 1, incorporated by reference in 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 and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation corporation, limited liability company, limited partnership, trust company, statutory business trust or bank in good standing under the laws of the its respective jurisdiction of its incorporation or organization, has corporate organization with power and authority (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. The only Subsidiaries of LATA are the entities listed in Exhibit 21.1 to the Annual Report and those owning properties acquired since the Annual Report. Each “significant subsidiary” Subsidiary of the Company LATA (as such term other than LATA Holdings, which is defined addressed in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementSection 6.3(b)) (each a “Subsidiary” and, collectively, the “Subsidiaries”a) has been duly incorporated or organized and is validly existing as a corporation partnership or a limited liability company in good standing under the laws of the jurisdiction of its incorporation or organization, (b) has corporate partnership or limited liability company power and authority authority, as applicable, to own, lease and operate its properties and to conduct its business as described in the Prospectus Specified SEC Reports and (c) is duly qualified as a foreign corporation partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (c) where the failure so to qualify or to be in good standing would not result in a an LATA Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, ; all of the issued and outstanding capital stock or other equity interests or capital stock, respectively, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the CompanyLATA, directly or through Subsidiariesa Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding equity interests or shares of capital stock or other equity interests stock, respectively, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Except for the equity interests and shares of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17capital stock, 2011 with the Commissionrespectively, and each of such subsidiaries is in its Subsidiaries, LATA does not own, directly or indirectly wholly owned by the Companyindirectly, any shares of stock or any other equity or long term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has the corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus General Disclosure Package and the Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectuses, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. Schedule F hereto sets forth a complete and accurate list of each “significant subsidiary” of such subsidiaries is directly or indirectly wholly owned by the CompanyCompany (as defined in Rule 1-02 of Regulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable nonassessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests shares of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares or shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 8.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 20-F for the fiscal year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2020.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction (to the extent the concept of “good standing” is applicable in each such jurisdiction) in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Company’s most recent Annual Report on March 17, 2011 with the Commission, Form 10-K and each of such any other subsidiaries is directly or indirectly wholly owned by the Companydescribed in any Incorporated Document.

Good Standing of Subsidiaries. Each The Operating Partnership is the Trust’s only “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) X). Each Subsidiary has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable as applicable and is owned by the CompanyTrust, 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 or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company Trust are the subsidiaries Subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed Trust’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2011.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and The subsidiaries listed on Schedule D of this Agreement) Exhibit 21.1 to the Company’s 10-K (each a “Subsidiary” and, collectively, the “Subsidiaries”) are all of the Company’s subsidiaries required to be so listed by Form 10-K. Each Subsidiary has been duly incorporated or organized and is validly existing as a corporation limited partnership, trust, limited liability company or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporation formation or organization, has the partnership, trust, limited liability company or corporate power power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation partnership, trust, limited liability company or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has Subsidiary, have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated organized or organized formed, as applicable, and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, has corporate corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business as a foreign corporation to transact business and entity. Each subsidiary of the Company is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests in each subsidiary of each such Subsidiary has the Company (including, without limitation, all of the issued and outstanding OP Units of the Operating Partnership) have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , and none of the outstanding shares ownership interests in any subsidiary of capital stock or other equity interests of any Subsidiary was the Company were issued in violation of any preemptive rights or other similar rights. As of the preemptive or similar rights of any securityholder of such Subsidiary. The Company’s most recently completed fiscal year, the only subsidiaries of the Company are (A) the subsidiaries of the Company listed on Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the applicable year and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary,” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity of each such Subsidiary that is a corporation and all of the issued and outstanding partnership interests of each such Subsidiary has that is a general or limited partnership have been duly authorized and validly issued, is are fully paid and non-non assessable and is are owned by the Company, Company directly or through Subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity partnership interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated organized or organized formed and is validly existing as a corporation corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing so qualified would not result in reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests securities of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceLien, claim or equityequity other than such Liens, claims or equities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder stockholder of such Subsidiary. The only subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with or such amendment to the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyRegistration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X and that own, directly or indirectly, any material assets are listed on Schedule D Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Each of this Agreement) (the Operating Partnership and each a “Subsidiary” and, collectively, the “Subsidiaries”) other subsidiary has been duly incorporated or organized and is validly existing as a corporation limited partnership, trust, limited liability company or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its incorporation formation or organization, has the partnership, trust or corporate power power, as the case may be, and authority authority, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation partnership, trust, limited liability company or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has subsidiary, have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Companysubsidiary.

Good Standing of Subsidiaries. Each The Company does not own or control, directly or indirectly, any corporation, association or entity other than Superport Limited (“significant subsidiary” of the Company Superport”), International Petroleum Services Corporation Ltd. (as such term is defined in Rule 1-02 of Regulation S-X “International Petroleum”) and listed on Schedule D of this AgreementTianjin New Highland Science and Technology Development Co., Ltd. (“Tianjin New Highland”) (each a “Subsidiary” and, collectively, and collectively the “Subsidiaries”) ). Each of the Subsidiaries has been duly incorporated or organized and is validly existing as a corporation in good standing (where applicable) under the laws of the jurisdiction of its incorporation or organizationincorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing (where applicable) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing (where applicable) would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement ; and the General Disclosure Package, all of the issued and outstanding share capital stock or other equity interests interest of each such Subsidiary has been duly authorized and validly issued, and is fully paid and non-assessable assessable. None of the outstanding share capital or equity interest of any of the Subsidiaries was issued in violation of the preemptive or similar rights of any security holder of such entity. The only subsidiaries of the Company are the Subsidiaries listed on Exhibit 21.1 to the Registration Statement. The issued and is outstanding share capital or equity interest of each of the Subsidiaries owned by the Company, directly or through Subsidiariessubsidiaries, is free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and identified on listed on Schedule D of this Agreement) Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and organized, is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended June 30, 2011 with the Commission2022, (b) Grinding & Dicing Services, Inc. (“GDSI”), and each (c) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) Green Mxxxxxx & Bunch, Ltd., CoBiz Insurance, Inc. and Alexander Capital Management Group, LLC (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or organizationformation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Pre-Pricing Prospectus and is duly qualified as a foreign corporation or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is and, with respect to those owned by the Company, directly or through Subsidiariessubsidiaries, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule F hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of The Company has no direct or indirect subsidiaries that are consolidated with the Company for financial reporting purposes under GAAP (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each each, a “Subsidiary” and, and collectively, the “Subsidiaries”) other than SVCP, TCPC Funding I, LLC and TCPC SBIC, LP (“TCPC SBIC”). Each Subsidiary has been duly incorporated or organized and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement, the SVCP Investment Advisory Agreement, the Administration Agreement and the SVCP LP Agreement; and each Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to Except (A) as set forth in the Registration Statement which was filed on March 17and the Prospectus and (B) for portfolio investments made after September 30, 2011 with 2017 the CommissionCompany does not own, and each of such subsidiaries is directly or indirectly wholly owned by the Company(including through its ownership of SVCP), any shares of stock or any other equity or debt securities of any corporation or have any equity or debt interest in any firm, partnership, joint venture, association or other entity that is not a Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than the share pledges over such equity interests in connection with the Revolving Credit Facility (as such term is defined in the Prospectus). None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) II hereto (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation and in good standing (to the extent such concept exists) under the laws of the jurisdiction of its incorporation or organizationorganization as set forth on Schedule II, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock (or other equity interests ownership interests) of each such Subsidiary has been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock (or other equity interests ownership interests) of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule II hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests form of ownership of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests form of ownership of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to Schedule F hereto and (b) certain other subsidiaries which, considered in the Registration Statement which was filed on March 17aggregate as a single Subsidiary, 2011 with the Commission, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”X) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock stock, membership or other equity interests of each such Subsidiary has subsidiary have been duly authorized and validly issued, to the extent such subsidiary is a corporation, are fully paid and non-assessable and is are owned by the Company, directly or indirectly through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock stock, membership interest or other equity interests of any Subsidiary was subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Company’s most recent Annual Report on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.Form 10-K.

Good Standing of Subsidiaries. Each “significant subsidiary” direct and indirect subsidiary (whether wholly or partially owned by the Company) of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (except to the extent provided, as to Michigan bank Subsidiaries, in Section 201 of the Michigan Bank Code of 1969, as to Arizona bank Subsidiaries, in Section of the Arizona Banking Code and as to the national bank Subsidiary in Section 55 of the National Bank Act or to the extent provided by 12 U.S.C. Section 1831o) and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the 1933 Act, the 1933 Act Regulations or any state securities laws or regulations. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17Statement. Sun Community Bancorp Limited is duly registered as a bank holding company under the Bank Holding Company Act of 1956, 2011 with the Commission, and each as amended. Each of such subsidiaries is directly or indirectly wholly owned by the Company.Nevada Community Bancorp,

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized organized, as the case may be, and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationorganization (to the extent such concepts are applicable in such jurisdictions), has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (to the extent such concepts are applicable in such jurisdictions), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse EffectChange. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, all All of the issued and outstanding capital stock shares or other equity similar ownership interests of each such Subsidiary of the Company’s subsidiaries has been duly authorized and validly issued, issued and is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding issued shares of in the capital stock or other equity interests of any Subsidiary was subsidiary of the Company were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. The only subsidiaries of the Company are does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 to by Item 601 of Regulation S-K under the Registration Statement which was filed on March 17, 2011 with Exchange Act and (ii) those subsidiaries formed since the Commission, and each last day of such subsidiaries is directly or indirectly wholly owned by the Companymost recently ended fiscal year.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) Company’s subsidiaries has been duly incorporated or organized formed, as applicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organizationformation, as applicable, and has corporate corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus General Disclosure Package and the Prospectus. Each of the Company’s subsidiaries is duly qualified as a foreign corporation corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, all All of the issued and outstanding capital stock or other equity interests ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim or equityexcept as disclosed in the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock stock, limited liability company interests or other equity interests limited partnership interests, as the case may be, of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder securityholder, member or partner, as the case may be, of such Subsidiarysubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was Company’s Annual Report on Form 10-K filed on March 17, 2011 with the CommissionCommission on February 12, and each of such subsidiaries is directly or indirectly wholly owned by the Company2014.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) Xxxxxx Pacific Services, Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date of this Agreement, the only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17Form 10-K for the year ended December 31, 2011 with and (B) the Commission, and each of such additional subsidiaries is directly or indirectly wholly owned by the Companylisted on Schedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) Exhibit 21.1 to the Company’s Form 10-K filed for the fiscal year ended August 31, 2016 (each a “Subsidiary” and, collectively, the “SubsidiariesForm 10-K”) has been duly incorporated organized or organized formed and is validly existing as a corporation existing, and with respect to subsidiaries organized or formed in Delaware or Oregon, in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageOffering Memorandum, all of the issued and outstanding capital stock or other equity interests or ownership interest of each such Subsidiary subsidiary listed on Exhibit A hereto has been duly authorized and validly issued, is fully paid and non-assessable and and, except for directors’ qualifying shares, is owned by the Company, directly or through Subsidiaries, subsidiaries in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity except as described in the Offering Memorandum. None of the outstanding shares of capital stock or other equity interests or ownership interest of any Subsidiary subsidiary listed on Exhibit A hereto was issued in violation of the preemptive or similar rights of any securityholder or other economic owner of such Subsidiarysubsidiary. The only Company has no material subsidiaries of the Company are other than the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the CommissionForm 10-K, and each the only subsidiaries that constitute a “significant subsidiary,” as defined in Rule 1-02 of such Regulation S-X, are the subsidiaries is directly or indirectly wholly owned by the Companylisted on Exhibit A hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in reasonably be expected to have a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and ----------------------------- listed on Schedule D of this Agreement) Exhibit 21 to the Registration Statement (each each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, has corporate or partnership, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, ; all of the issued and outstanding capital stock or other equity interests of each such corporate Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company directly or indirectly through subsidiaries, and all of the partnership interests of the Partnership have been duly authorized and validly issued and are owned by the Company, directly or indirectly through SubsidiariesXxxxxx Marketing Services, Inc., in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests partnership interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (b) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a "significant subsidiary" as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation corporation, partnership or limited liability company in good standing under the laws of the its respective jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17and (b) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single Subsidiary, and each do not constitute a "significant subsidiary" as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) Xxxxxx Pacific Services, Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date of this Agreement, the only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed Form 10-K for the year ended December 31, 2021 and (B) the additional subsidiaries listed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule C hereto.

Good Standing of Subsidiaries. Each “As of the Closing Time and as of the Date of Delivery, each "significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation corporation, partnership or limited liability company in good standing under the laws of the its respective jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement Statement, as of the Closing Time and as of the General Disclosure PackageDate of Delivery, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the Closing Time and as of the Date of Delivery, the only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed and (b) the subsidiaries listed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule F hereto.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17and (B) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a "significant subsidiary" as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Company’s subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or otherwise organized and is validly existing as a corporation in good standing (where such concept exists) under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify, to qualify have such power or authority or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are (A) the subsidiaries Subsidiaries listed on Exhibit 21.1 8.1 to the Registration Statement which was Company’s most recent Annual Report on Form 20-F filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned as updated by the Company.6-K filed on November 17, 2022 and (B) certain other Subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus General Disclosure Package and the Final Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageFinal Offering Memorandum, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on in Exhibit 21.1 21 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the fiscal year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2017.

Good Standing of Subsidiaries. Each “"significant subsidiary” " ------------------------------------- of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") (a) has been duly incorporated or organized and is validly existing as a corporation an entity in good standing under the laws of the jurisdiction of its incorporation or organizationformation, other than EnerMart Energy Services Trust, a Pennsylvania business trust, and Energas Energy Services Trust, a Pennsylvania business trust, each of which has corporate been duly organized and is validly existing as a business trust in good standing under the laws of the Commonwealth of Pennsylvania and (b) has power and authority or business trust power and authority, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests limited liability company membership interests, as the case may be, of each such Subsidiary has have been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests limited liability company membership interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule 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 and listed on Schedule D of this Agreement) hereto (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation in good standing (to the extent that good standing is a concept recognized by such jurisdiction) under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing (to the extent that good standing is a concept recognized by such jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries total assets and revenues of the Company are Company's subsidiaries other than the subsidiaries Subsidiaries listed on Exhibit 21.1 to Schedule D hereto, in the Registration Statement which was filed on March 17aggregate comprised less than 10% of the total consolidated assets and revenue respectively, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company, at and for the year ended December 31, 1995.

Good Standing of Subsidiaries. The Company's only subsidiaries are Gxxxx Capital Master Funding LLC, Gxxxx Capital BDC 2010-1 Holdings LLC, Gxxxx Capital BDC 2010-1 LLC, GC SBIC IV-GP, Inc., GC SBIC IV-GP, LLC, GC SBIC IV, L.P., Gxxxx Capital BDC Holdings LLC and Gxxxx Capital BDC Funding LLC. Each “significant subsidiary” of the subsidiaries of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation and in good standing under the laws of the its jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of each such Subsidiary has subsidiary of the Company have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned directly or indirectly by the Company, directly or through Subsidiaries, Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None Lien; and none of the outstanding shares of capital stock or other equity interests of any Subsidiary each subsidiary of the Company was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly subsidiary or indirectly wholly owned by the Companyany other person.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Company’s subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or otherwise organized and is validly existing as a corporation in good standing (where such concept exists) under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify, to qualify have such power or authority or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are (A) the subsidiaries Subsidiaries listed on Exhibit 21.1 8.1 to the Registration Statement which was Company’s most recent Annual Report on Form 20-F filed on March 17, 2011 with the CommissionCommission and (B) certain other Subsidiaries which, and each considered in the aggregate as a single Subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Company’s subsidiaries except for CureVac (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or otherwise organized and is validly existing as a corporation in good standing (where such concept exists) under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify, to qualify have such power or authority or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are (A) the subsidiaries Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17and (B) certain other Subsidiaries which, 2011 with considered in the Commissionaggregate as a single Subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity except as described in the Registration Statement, the General Disclosure Package or the Prospectus; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive pre-emptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) Exhibit 21.1 to the Company’s Form 10-K filed for the year ended December 31, 2012 (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated organized or organized formed and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage or the Prospectus or as would not result in a Material Adverse Effect, all of the issued and outstanding capital stock or other equity interests or ownership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests or ownership interest of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17QHP Royalty Sub LLC, 2011 with the CommissionBTI Acquisition I Corp., and each of such subsidiaries is directly or indirectly wholly owned by the CompanyBioTransplant Incorporated.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) Stexxxx Xxtle Insurance Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation corporation, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed stated in the Registration Statement and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and is validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to the Registration Statement Schedule C hereto and (b) certain other subsidiaries, none of which was filed on March 17, 2011 with the Commission, and each constitute a "significant subsidiary" as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D X) of this Agreement) the Trust (each a “Significant Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable as applicable and is owned by the CompanyTrust, 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 or other equity interests of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. The only subsidiaries Subsidiaries of the Company Trust are (A) the subsidiaries Subsidiaries listed on Exhibit 21.1 21 to the Registration Statement Trust’s Annual Report on Form 10-K for the year ended December 31, 2016 and (B) certain other subsidiaries which was filed on March 17considered in the aggregate as a single subsidiary, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Companydo not constitute a Significant Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 30, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2012.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than the share pledges over such equity interests in connection with the Term Loan A Facility, the Term Loan B Facility, and the Revolving Credit Facility (as each term is defined in the Prospectus). None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each C1 Bank, the Company’s sole banking subsidiary (“significant subsidiary” C1 Bank”), has been duly organized and is validly existing as a corporation in good standing under the laws of the Company State of Florida and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each of the Company’s Subsidiaries, other than C1 Bank, (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Other Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Registration Statement, the General Disclosure Package and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessProspectus, except where the for such failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock of C1 Bank has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or other equity interests equity. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Other Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for such failure would not result in a Material Adverse Effect. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 were the only subsidiaries of the Company are as of the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Companydate set forth therein.

Good Standing of Subsidiaries. (A) Each “"significant subsidiary” " of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) CHS, Community Health Investment Corporation, Community Health Systems Professional Services Corporation and Hallmark Healthcare Corporation and each other subsidiary which is a hospital holding company or operates one or more hospitals (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated organized or organized formed and is validly existing as a corporation corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate corporate, partnership or limited liability company power and authority authority, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation corporation, partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except (i) as otherwise disclosed in Exhibit 21 to the Registration Statement Form 10-K for the fiscal year ended December 31, 2003, as amended (the "2003 Form 10-K"), and (ii) with respect to the General Disclosure Packagepledge of shares of capital stock under the Company's senior secured credit facility, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None equity and none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 172003 Form 10-K and (b) certain other subsidiaries which, 2011 with considered in the Commissionaggregate as a single Subsidiary, and do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X. (B) Except to the extent disclosed in Exhibit 21 to the 2003 Form 10-K, each of such subsidiaries the hospitals described in the Prospectus as owned or leased by the Company is owned or leased and operated by a Subsidiary of which the Company directly or indirectly wholly owned by owns 100% of the outstanding ownership interests. Except as disclosed in the Prospectus, there are no encumbrances or restrictions on the ability of any Subsidiary (i) to pay any dividends or make any distributions on such Subsidiary's capital stock, (ii) to make any loans or advances to, or investments in, the Company, CHS or any other Subsidiary, or (iii) to transfer any of its property or assets to the Company, CHS or any other Subsidiary.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and identified on listed on Schedule D of this Agreement) Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and organized, is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended June 30, 2011 with 2023 and certain other subsidiaries which, considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “"significant subsidiary” " of ------------------------------------ the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") (a) has been duly incorporated or organized and is validly existing as a corporation an entity in good standing under the laws of the jurisdiction of its incorporation or organizationformation, other than EnerMart Trust, a Pennsylvania business trust, and Energas Energy Services Trust, a Pennsylvania business trust, each of which has corporate been duly organized and is validly existing as a business trust in good standing under the laws of the Commonwealth of Pennsylvania and (b) has power and authority or business trust power and authority, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests limited liability company membership interests, as the case may be, of each such Subsidiary has have been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests limited liability company membership interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule 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 X) and listed on Schedule D of this Agreement) Xxxxxx Pacific Services, Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageProspectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date of this Agreement, the only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed Form 10-K for the year ended December 31, 2020 and (B) the additional subsidiaries listed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of Except as listed on Schedule 1(a)(xii) hereto, the Company are does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the subsidiaries entities listed on Exhibit 21.1 21 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2016.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of Except as listed on Schedule 1(a)(xii) hereto, the Company are does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the subsidiaries entities listed on Exhibit 21.1 21 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2018.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) Company’s subsidiaries has been duly incorporated or organized formed, as applicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organizationformation, as applicable, and has corporate corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus General Disclosure Package and the Prospectus. Each of the Company’s subsidiaries is duly qualified as a foreign corporation corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, all All of the issued and outstanding capital stock or other equity interests ownership interest of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim or equityexcept as disclosed in the General Disclosure Package and the Prospectus. None of the outstanding shares of capital stock stock, limited liability company interests or other equity interests limited partnership interests, as the case may be, of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder securityholder, member or partner, as the case may be, of such Subsidiarysubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X X) and listed on Schedule D of this Agreement) TW Container Leasing, Ltd (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 8.1 to the Registration Statement which was filed Company’s Annual Report on March 17Form 20-F for the fiscal year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2011.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than the share pledges over such equity interests in connection with the Term Loan A Facility, the Term Loan B Facility, and the Revolving Credit Facility (as each term is defined in the Prospectus). None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each of Wxxxxxx Oil and Gas Corporation (“significant subsidiary” of the Wxxxxxx Oil and Gas”), Wxxxxxx Programs, Inc. and Equity Oil Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The As of the date of this Agreement, the only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each Statement. The subsidiaries of such subsidiaries is directly or indirectly wholly owned by the Company., other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and ----------------------------- listed on Schedule D of this Agreement) E hereto (each each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, has corporate or partnership, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation 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 so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, ; all of the issued and outstanding capital stock or other equity interests of each such corporate Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, Company directly or indirectly through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to Schedule E hereto and (b) certain other - - subsidiaries which, considered in the Registration Statement which was filed on March 17aggregate as a single subsidiary, 2011 with the Commission, and each do not constitute a "significant subsidiary" as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “The Dime Savings Bank of New York, FSB (the "Bank") has been duly organized and is validly existing as a federally chartered stock savings bank and is a member in good standing of the Federal Home Loan Bank of New York; the Bank's deposit accounts are insured up to applicable limits by the Savings Association Insurance Fund or the Bank Insurance Fund, each of the FDIC; and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or the Bank, threatened. The Bank and North American Mortgage Company are the only "significant subsidiary” subsidiaries" of the Company (as such term is defined in Rule 1-02 of the Regulation S-X X) and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business in all material respects as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except ; except as otherwise disclosed in the Registration Statement and the General Disclosure PackageStatement, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary the Bank has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock or other equity interests of any Subsidiary the Bank was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2016.

Good Standing of Subsidiaries. Each The Bank and AUB Investments, Inc. are the only “significant subsidiarysubsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” andX), collectively, the “Subsidiaries”) has have been duly incorporated or organized and is are validly existing as a corporation and in good standing under the laws of the jurisdiction of its their respective incorporation or other organization, has corporate have all requisite power and authority to own, lease and operate its their respective properties and to conduct its their respective business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is are duly qualified as a foreign corporation 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 to qualify or to be in good standing would not result in a Material Adverse Effect. The Bank is chartered under the laws of the Commonwealth of Virginia and its charter is in full force and effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests of each such Subsidiary has in the Bank and AUB Investments, Inc. have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests of any Subsidiary was in the Bank or in AUB Investments, Inc. were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries the Bank, any securityholder of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17AUB Investments, 2011 with the Commission, and each of such subsidiaries is directly Inc. or indirectly wholly owned by the Companyany other entity.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure PackageProspectus, all of the issued and outstanding share capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was Company's most recent Annual Report on Form 10-K filed on March 17, 2011 with the Commission, and each (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreementunder the 1934 Act Regulations) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of Except as listed on Schedule 1(a)(xii) hereto, the Company are does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the subsidiaries entities listed on Exhibit 21.1 21 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2022.

Good Standing of Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed identified on Schedule D of to this Agreement) Agreement (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus General Disclosure Package and the Final Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageFinal Offering Memorandum and except for any directors’ qualifying shares, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries Other than the Subsidiaries and the Company’s one-third percentage interest in Rural Tower Network, LLC, a North Dakota limited liability company, and except for marketable securities held for investment purposes in amounts less than 5% of the Company are outstanding equity of the subsidiaries listed on Exhibit 21.1 to issuer, the Registration Statement which was filed on March 17Company, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by indirectly, owns no capital stock or other equity or ownership or proprietary interest in any corporation, partnership, association, trust or other entity. The Company has no “significant subsidiary” (as that term is defined in Rule 1-02(w) of Regulation S-X under the Company1933 Act) other than the Subsidiaries.

Good Standing of Subsidiaries. Each “significant subsidiary” The only Subsidiaries of the Company Corporation are the entities listed in Exhibit 21.1 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “SubsidiariesAnnual Report”) and those owning Portfolio Properties acquired since the Annual Report. Each Subsidiary of the Corporation (i) has been duly incorporated or organized and is validly existing as a corporation partnership or a limited liability company in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) has corporate partnership or limited liability company power and authority authority, as applicable, to own, lease and operate its properties and to conduct its business as described in the Prospectus Specified SEC Reports and (iii) is duly qualified as a foreign corporation partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (iii) where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, ; all of the issued and outstanding capital stock or other equity interests or capital stock, respectively, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the CompanyCorporation, directly or through Subsidiariesa Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding equity interests or shares of capital stock or other equity interests stock, respectively, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries Except for the equity interests and shares of capital stock, respectively, in its Subsidiaries, the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17Corporation does not own, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Companyindirectly, any shares of stock or any other equity or long term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus General Disclosure Package and the Final Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the General Disclosure PackageFinal Offering Memorandum, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, except as disclosed in the General Disclosure Package and the Final Offering Memorandum and such other subsidiaries none of which, in the aggregate, would constitute a “significant subsidiary” of the Company under Rule 1-02 of Regulation S-X. The only subsidiaries Subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanySchedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not be reasonably likely to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed on March 17(excluding any subsidiaries which, 2011 with considered in the Commissionaggregate as a single subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the CompanyRegulation S-X).

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 incorporated by reference in the Registration Statement which was filed on March 17, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the CompanyStatement.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company Company’s subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this Agreement) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or otherwise organized and is validly existing as a corporation in good standing (where such concept exists) under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify, to qualify have such power or authority or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. The only subsidiaries Subsidiaries of the Company are (A) the subsidiaries Subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17and (B) certain other Subsidiaries which, 2011 with considered in the Commissionaggregate as a single Subsidiary, and each do not constitute a “significant subsidiary” as defined in Rule 1-02 of such subsidiaries is directly or indirectly wholly owned by the Company.Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X and listed on Schedule D of this AgreementX) (each each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other equity interests of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 21 to the Registration Statement which was filed Company’s Annual Report on March 17Form 10-K for the year ended December 31, 2011 with the Commission, and each of such subsidiaries is directly or indirectly wholly owned by the Company2017.