Common use of Good Standing of Subsidiaries Clause in Contracts

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

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

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

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

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

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

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

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

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

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

Good Standing of Subsidiaries. Each "significant subsidiary" subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X405 under the Securities Act) (including the Bank) and each other direct or indirect subsidiary identified on Schedule D hereto (each, a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of General Disclosure Package and the Bank, to enter into, Prospectus; and perform its obligations under, this Agreement and each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would notnot reasonably be expected, singly individually or in the aggregate, to result in a Material Adverse Effect. All Each subsidiary of the Company which conducts business as a bank is duly authorized to conduct such banking business in each jurisdiction in which such banking business is conducted, except where the failure to be so authorized would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equityclaim. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K incorporated by reference into the Registration Statement and (b) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" within the meaning of ” as defined in Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.X.

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

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

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

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

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

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

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

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

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

Good Standing of Subsidiaries. Each "significant subsidiary" subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, each a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing and as a corporation or Texas state bank in good standing under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate or banking power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure or failures so to so qualify or to be in good standing would not, singly individually or in the aggregate, result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencum brance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries of the Company are the Subsidiaries listed on Schedule E hereto. Except for the shares of capital stock of the Subsidiaries owned by the Company and such Subsidiaries, neither the Company nor the Subsidiaries owns any shares of stock or any other than the Significant Subsidiaries are subsidiaries whichequity securities of any corporation or has any equity interest in any firm, considered partnership, association or other entity, except as described in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedProspectus.

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

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

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

Good Standing of Subsidiaries. Each "significant subsidiary" of the Company Subsidiary (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries"below) has been duly organized and is validly existing and as a corporation or other business entity in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of General Disclosure Package and the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity ownership interests in of each Significant such Subsidiary have has been duly authorized and validly issued, are is (as applicable) fully paid and non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None , except for such security interests, mortgages, pledges, liens, encumbrances, claims or equities which would not individually or in the aggregate reasonably be expected to materially affect the ownership of such Subsidiary by the Company, directly or through subsidiaries; none of the outstanding shares of capital stock of or other equity ownership interests in of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The Operating Partnership is the only subsidiaries Subsidiary that constitutes a “significant subsidiary” of the Company other than the Significant Subsidiaries are subsidiaries which, considered (as such term is defined in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. X). The deposit accounts of each only subsidiaries of the Company's banking Company are the subsidiaries are insured up listed on Exhibit 21.1 to the applicable limits Form 10-K for the fiscal year ended December 31, 2008 filed by the Deposit Insurance Fund of Company with the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted Commission on March 2, 2009 as updated by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.Schedule 1(a)(vii)

Good Standing of Subsidiaries. Each "significant subsidiary" Parent and each Significant Subsidiary (as defined below) of the Company has been duly formed and is an existing corporation, limited liability company or limited partnership, as the case may be, in good standing (if applicable) under the laws of the jurisdiction of its incorporation or organization, with corporate (or equivalent) power and authority to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus; and Parent and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation, limited liability company or limited partnership, as the case may be, in good standing (if applicable) in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such term qualification, except to the extent that the failure to be so qualified or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; all of the issued and outstanding capital stock, ownership interests, or partnership interests, as the case may be, of Parent and each Significant Subsidiary of the Company has been duly authorized and validly issued and, in the case of capital stock, is defined fully paid and nonassessable; and, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the capital stock, ownership interests, or partnership interests, as the case may be, of Parent and each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. For purposes of this Agreement, “Significant Subsidiaries” has the meaning set forth in Rule 1-02 of Regulation S-X) (including , as promulgated by the Bank) (each, a "Significant Subsidiary" and, collectively, Commission pursuant to the "Significant Subsidiaries") has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate power and authority to own, lease and operate its properties, to conduct its business and, in the case of the Bank, to enter into1934 Act, and perform its obligations underincludes, this Agreement and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is requiredwithout limitation, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing not such subsidiaries would not, singly or in the aggregate, result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of subsidiary pursuant to Rule 1-02 of Regulation S-X. The deposit accounts of each X, all of the Company's banking subsidiaries are insured up listed in Exhibit 21 to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding Parent’s Annual Report on Form 10-K for the revocation or termination of such insurance is pending oryear ended December 31, to the knowledge of the Company, threatened2022.

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

Good Standing of Subsidiaries. Each "HomeStreet Bank (the “Bank”) is a bank chartered under the laws of the State of Washington and the charter of the Bank is in full force and effect. The Bank is the only “significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X). Each other subsidiary (as defined in Rule 405 of the Securities Act Regulations) (including of the Bank) Company (each, a "Significant “Subsidiary" and, collectively, the "Significant Subsidiaries"”) has been duly organized and is validly existing and as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or other organizationorganization (to the extent that such concepts are applicable in such jurisdiction), has all the requisite corporate or organizational power and authority to ownown or lease, lease as the case may be, and operate its properties, properties and to conduct its business and, as described in the case of Registration Statement, the Bank, to enter into, Disclosure Package and perform its obligations under, this Agreement the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (to the extent that such concepts are applicable in any such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing (to the extent that such concepts are applicable in any such jurisdiction) would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in of each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable (to the extent that such concepts are applicable in such jurisdictions) and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in of any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary arising by operation of law, or under the articles of incorporation, bylaws or other organizational documents of the Company or any Subsidiary or under any other entityagreement to which the Company or any Subsidiary is a party. The only subsidiaries Subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedthose listed on Schedule III hereto.

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

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

Good Standing of Subsidiaries. Each "significant subsidiary" subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including on both an actual and a pro forma basis that gives effect to the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries"Acquisition) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of Registration Statement, the Bank, to enter into, General Disclosure Package and perform its obligations under, this Agreement the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect or a Pro Forma Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, or as would not be reasonably expected to result in a Material Adverse Effect or a Pro Forma Material Adverse Effect, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary subsidiary of the Company on both an actual and a pro forma basis that gives effect to the Acquisition have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were subsidiary of the Company on both an actual and a pro forma basis that gives effect to the Acquisition was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitysubsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and such other than the Significant Subsidiaries are subsidiaries which, considered that singly or in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" “significant” subsidiary within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up foregoing representations contained in this Section 1(a)(xi), insofar as they relate to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") Shred-it, shall be deemed to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, be made to the knowledge of the Company based solely on the Company, threatened’s review of Shred-it to the date hereof in connection with the Acquisition (it being understood that this representation is not based upon any particular inquiry or investigation undertaken solely in connection with this Agreement).

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

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

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

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

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

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the General Disclosure Package and the Prospectus and, in the case of the BankCompany, to enter into, into and perform its obligations under, under this Agreement Agreement. Each of the Company and each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or indirectly through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (collectively, “Liens”), except where such Liens would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries Subsidiaries of the Company other than are the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of listed on Exhibit 21.1 to the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding ’s Form 10-K for the revocation or termination of such insurance is pending orfiscal year ended December 31, to the knowledge of the Company, threatened2013.

Good Standing of Subsidiaries. Each "significant subsidiary" subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized or formed and is validly existing as a corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, under the laws of its jurisdiction of organization and is in good standing under the laws of the its jurisdiction of its incorporation or other organization, has all requisite power (corporate power or otherwise) and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of Offering Memorandum or in the Bank, to enter into, and perform its obligations under, this Agreement Incorporated Documents and is duly qualified as a foreign corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All Except as otherwise disclosed in the Offering Memorandum or in the Incorporated Documents, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary subsidiary of the Company which is a corporation, have been duly authorized and validly issued, and are fully paid and non-assessable assessable, and (except for directors' qualifying shares and as described generally in the Offering Memorandum and in the Incorporated Documents) are owned directly or indirectly by the Company, directly or through subsidiaries, free and clear of any security interestall liens, mortgageencumbrances, pledgeequities or claims, lienin each case with such exceptions, encumbranceindividually or in the aggregate, claim as would not have a Material Adverse Effect. The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company or equity. None Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, of such subsidiary, and (except as described generally in the Offering Memorandum or in the Incorporated Documents) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except, in the case of each subsidiary of the Company, for liens, encumbrances, equities or claims which individually or in the aggregate would not be material to the Company's ownership of such subsidiary or to the Company's exercise of its rights with respect to such subsidiary; and none of the outstanding shares of capital stock stock, partnership interests, membership interests or shares of or other equity interests in beneficial interests, as the case may be, of any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. Each "The only “significant subsidiary" subsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) are listed on Exhibit 21.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. WPL Transco, LLC (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries"“WPL Transco”) has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the jurisdiction of its incorporation or other organizationincorporation, has all requisite corporate power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of General Disclosure Package and the Bank, to enter into, and perform its obligations under, this Agreement Prospectus and is duly qualified to transact business and is in good standing in each foreign jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary of WPL Transco have been duly authorized and validly issued, are fully paid and non-assessable issued and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim pledge or equity. None lien that reasonably would be expected to result in a Material Adverse Effect; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary of WPL Transco were issued in violation of the preemptive or similar rights of any securityholder other holder of such Significant Subsidiary or any other entityequity interests of WPL Transco that reasonably would be expected to result in a Material Adverse Effect. The only subsidiaries Except as otherwise disclosed in the Registration Statement, all of the outstanding equity interests of American Transmission Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits LLC (“ATC”) owned by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threateneddirectly or through subsidiaries, are owned free and clear of any security interest, mortgage, pledge or lien that reasonably would be expected to result in a Material Adverse Effect.

Good Standing of Subsidiaries. Each "The following is a list of the Company’s wholly-owned or majority-owned subsidiaries which constitute a “significant subsidiary" ” of the Company (as such term is defined in under Rule 1-02 of Regulation S-XX under the 0000 Xxx) and subsidiaries or joint ventures that are otherwise material: the Agrium Partnership (as defined in the Preliminary Prospectuses and the Final Prospectuses) and its subsidiaries (the “Partnership”)), Agrium U.S. Inc., Crop Production Services, Inc., Profertil S.A., Cominco Fertilizer Partnership, Loveland Products, Inc., AWB and AWB (Geneva) S.A. (“AWB Geneva”) (including each a “Subsidiary” and collectively the Bank) “Subsidiaries”). All other wholly-owned or majority-owned subsidiaries of the Company do not, singly, constitute “significant subsidiaries” (each, a "Significant Subsidiary" and, collectively, as such term is defined under Rule 1-02 of Regulation S-X under the "Significant Subsidiaries") 1934 Act). Each Subsidiary has been duly organized and is validly existing and as a corporation or partnership in good standing under the laws of the jurisdiction of its incorporation or other organizationformation, has all requisite the corporate or partnership power and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of General Disclosure Package and the Bank, to enter into, and perform its obligations under, this Agreement Final Prospectuses and is duly qualified as an extra-provincial or foreign corporation or partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessbusiness or otherwise, except where the failure so to so qualify qualify, register or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All ; except as otherwise disclosed in the General Disclosure Package and the Final Prospectuses, all of the issued and outstanding shares share capital or partnership interests of capital stock each such Subsidiary (other than AWB or AWB Geneva), as applicable, and to the Company’s knowledge, of or other equity interests in each Significant Subsidiary have AWB and AWB Geneva, has been duly authorized and validly issued, are is fully paid and non-assessable and are all (or, in the case of Profertil S.A. 50%) of the issued and outstanding share capital or partnership interests of each such Subsidiary is owned by the Company, Company directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares share capital or partnership interests of capital stock any Subsidiary (other than AWB or AWB Geneva), or to the Company’s knowledge, of AWB or other equity interests in any Significant Subsidiary were AWB Geneva, was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning AWB or of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatenedAWB Geneva.

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

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

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

Good Standing of Subsidiaries. Each "“significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant “Subsidiary" ” and, collectively, the "Significant “Subsidiaries"”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite corporate or similar power and authority to own, lease and operate its properties, properties and to conduct its business as described in the General Disclosure Package and the Prospectus and, in the case of the BankCompany and the Guarantors, to enter into, into and perform its obligations under, under this Agreement Agreement. Each of the Company and each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or indirectly through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (collectively, “Liens”), except where such Liens would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entitySubsidiary. The only subsidiaries Subsidiaries of the Company other than are the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of listed on Exhibit 21.1 to the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding ’s Form 10-K for the revocation or termination of such insurance is pending orfiscal year ended December 31, to the knowledge of the Company, threatened2009.

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

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

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

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

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

Good Standing of Subsidiaries. Each "Bank7 (the “Bank”) is a bank chartered under the laws of the State of Oklahoma and the charter of the Bank is in full force and effect. The Bank is the only “significant subsidiary" ” of the Company (as such term is defined in Rule 1-02 of Regulation S-X). Each other subsidiary (as defined in Rule 405 of the Securities Act Regulations) (including of the Bank) Company (each, a "Significant “Subsidiary" and, collectively, the "Significant Subsidiaries"”) has been duly organized and is validly existing and as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or other organization, has all the requisite corporate or organizational power and authority to ownown or lease, lease as the case may be, and operate its properties, properties and to conduct its business and, as described in the case of Registration Statement, the Bank, to enter into, Pricing Disclosure Package and perform its obligations under, this Agreement the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant such Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None ; none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary arising by operation of law, or under the certificate of incorporation, bylaws or other organizational documents of the Company or any Subsidiary or under any other entityagreement to which the Company or any Subsidiary is a party. The only subsidiaries Subsidiaries of the Company are (A) Bank7 and those listed on Schedule V hereto (collectively, the “Significant Subsidiaries”) and (B) certain other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "“significant subsidiary" within the meaning of ” as defined in Rule 1-02 of Regulation S-X. The deposit accounts Except for the Subsidiaries, the Company does not own beneficially, directly or indirectly, more than five percent (5%) of each any class of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDICequity securities or similar interests in any corporation, limited liability company, business trust, association or similar organization, and no proceeding for the revocation is not, directly or termination of such insurance is pending orindirectly, a partner in any partnership or party to the knowledge of the Company, threatenedany joint venture.

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

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

Good Standing of Subsidiaries. Each "significant subsidiary" subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized or formed and is validly existing as a corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, under the laws of its jurisdiction of organization and is in good standing under the laws of the its jurisdiction of its incorporation or other organization, has all requisite power (corporate power or otherwise) and authority to own, lease and operate its properties, properties and to conduct its business and, as described in the case of Offering Memorandum or in the Bank, to enter into, and perform its obligations under, this Agreement Incorporated Documents and is duly qualified as a foreign corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, not result in a Material Adverse Effect. All Except as otherwise disclosed in the Offering Memorandum or in the Incorporated Documents, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary subsidiary of the Company which is a corporation, have been duly authorized and validly issued, and are fully paid and non-assessable assessable, and (except for directors’ qualifying shares and as described generally in the Offering Memorandum and in the Incorporated Documents) are owned directly or indirectly by the Company, directly or through subsidiaries, free and clear of any security interestall liens, mortgageencumbrances, pledgeequities or claims, lienin each case with such exceptions, encumbranceindividually or in the aggregate, claim as would not have a Material Adverse Effect. The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company or equity. None Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, of such subsidiary, and (except as described generally in the Offering Memorandum or in the Incorporated Documents) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except, in the case of each subsidiary of the Company, for liens, encumbrances, equities or claims which individually or in the aggregate would not be material to the Company’s ownership of such subsidiary or to the Company’s exercise of its rights with respect to such subsidiary; and none of the outstanding shares of capital stock stock, partnership interests, membership interests or shares of or other equity interests in beneficial interests, as the case may be, of any Significant Subsidiary were subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

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

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

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

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

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