Common use of Incorporation and Good Standing of the Company and its Subsidiaries Clause in Contracts

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), has been duly incorporated or organized, as the case may be, and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and Final Prospectuses and, in the case of the Company, to enter into and perform its obligations under this Agreement and each of the Company and its Subsidiaries is duly qualified as a corporation, foreign corporation or extra-provincial corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital shares or other equity or ownership interests of each 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 or adverse claim. No person has any agreement, option, warrant, conversion right, other right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than as disclosed in Schedule “B”.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “B” significant subsidiaries, as defined by Rule 405 under the Securities Act (collectively, the “Significant Subsidiaries”), has been duly incorporated or organized, as the case may be, otherwise formed and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation or organization formation, as the case may be, and has the corporate power and authority (corporate or otherwise) to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the General Disclosure Package and Final Prospectuses presently conducted and, in the case of the Company, to enter into and perform its obligations under this Agreement and each Operative Document. Each of the Company and its Subsidiaries each Significant Subsidiary is duly qualified as a corporation, foreign corporation or extra-provincial corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, result or reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, assets or results of operations, whether or not arising from transactions in the ordinary course of business, of the Company and its Subsidiaries, taken as a whole (a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital shares stock, or other similar equity or ownership interests interest, of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interestLien, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreement, option, warrant, conversion right, other right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with except that the Company or its Subsidiaries for Company’s obligations under the purchase, subscription for or issuance of Credit Agreement are secured by a negative pledge on any of the issued or unissued securities of the Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than as disclosed in Schedule “B”Company’s non-mortgage properties.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), Subsidiaries has been duly incorporated incorporated, formed or organized, as the case may be, organized and is validly existing as a corporation corporation, limited partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or organization and has the corporate corporate, limited liability or other organization power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and Final Prospectuses the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement and each Agreement. Each of the Company and its Subsidiaries is duly qualified as a foreign corporation, foreign corporation limited partnership, limited liability company or extra-provincial corporation, as applicable, other 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 for such jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All Except as disclosed in the Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital shares stock or other equity or ownership membership interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and are owned by the Company, directly or through one or more Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreement, option, warrant, conversion right, other right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than as disclosed the Subsidiaries listed in Schedule “B”Annex A hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “BC” (collectively, the “Subsidiaries”), has been duly incorporated or organized, as the case may be, and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and Final Prospectuses each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement and each of the Company and its Subsidiaries is duly qualified as a corporation, foreign corporation or corporation, extra-provincial corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital shares or other equity or ownership interests of each 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 or adverse claim. No person has any agreement, option, warrant, conversion right, other right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than as disclosed in Schedule “BC”.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), has been duly incorporated or organized, as the case may be, and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the General Disclosure Package and Final Prospectuses the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement and each Agreement. Each of the Company and its Subsidiaries each subsidiary is duly qualified as a corporation, foreign corporation or extra-provincial corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, result have a material adverse effect (i) on the condition, financial or otherwise, or in the earnings, management, business, properties, results of operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (ii) the ability of the Company to perform its obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture and the Notes (each, a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital shares or other equity or ownership interests stock of each Subsidiary subsidiary have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreement, option, warrant, conversion right, other right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the Subsidiaries. The Company does not own or control, directly or indirectly, have any corporation, association or other entity subsidiary other than as disclosed in those listed on Schedule “B”B hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), has been duly incorporated or organized, as the case may be, and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate and other power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Offering Memorandum and Final Prospectuses and, in the case of the Company, to enter into and perform its obligations under this Agreement the Notes, the Exchange Notes and each the Transaction Agreements to the extent it is a party thereto. Each of the Company and each of its Subsidiaries subsidiaries is duly qualified as a corporation, foreign corporation or extra-provincial corporation, as applicable, person to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (each such jurisdiction, a “Foreign Jurisdiction”), whether by reason of the ownership or leasing of property or the conduct of business, except for such Foreign Jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Foreign Jurisdictions for each of the Company and its subsidiaries are set forth on Schedule C hereto. All of the issued and outstanding capital shares or other equity or ownership interests stock of each Subsidiary have subsidiary has been duly authorized and validly issued, are is fully paid and non-assessable nonassessable and are is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreement, option, warrant, conversion right, claim other right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with than liens securing the Company or its Subsidiaries for Amended Credit Facility as described in the purchase, subscription for or issuance of any of the issued or unissued securities of the SubsidiariesOffering Memorandum. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than as disclosed the subsidiaries listed in Schedule “B”B hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), has been duly incorporated or organized, as the case may be, and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the General Disclosure Package and Final Prospectuses the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement and each Agreement. Each of the Company and its Subsidiaries each subsidiary is duly qualified as a corporation, foreign corporation or extra-provincial corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital shares or other equity or ownership interests stock of each Subsidiary subsidiary have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and are owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreement, option, warrant, conversion right, other right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than as disclosed the subsidiaries listed in Schedule “B”Exhibit 21 to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and each of its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), has been duly incorporated or organized, as the case may beformed, and is validly existing as a corporation corporation, limited partnership or limited liability company, in good standing under the laws of the jurisdiction of its incorporation or organization formation, and has the corporate corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Pricing Disclosure Package and Final Prospectuses the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement Agreement. The Company and each of the Company and its Subsidiaries subsidiaries is duly qualified as a foreign corporation, foreign corporation limited partnership or extra-provincial corporation, as applicable, limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital shares stock or other equity or ownership interests interest of each Subsidiary have subsidiary of the Company has been duly authorized and validly issued, are is fully paid and non-assessable nonassessable and are is owned by the Company (other than Susser Company, Ltd., Cash & Go Management, LLC and Cash & Go, Ltd., which are not wholly owned by Susser Holding Corporation, directly or through Subsidiariessubsidiaries), directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreementclaim except pursuant to the Company's Amended and Restated Credit Agreement, optiondated May 7, warrant2010, conversion rightamong the Company, Susser Holdings, L.L.C., and the other right or privilege parties thereto (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than as disclosed in Schedule “BCredit Agreement”).

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), Subsidiaries has been duly incorporated or organizedformed, as the case may beapplicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization formation, as applicable, and has the corporate corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Final Prospectuses Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement Agreement, and in each case, with respect to the Subsidiaries only, except for such jurisdictions where the failure to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Each of the Company and its Subsidiaries each Subsidiary is duly qualified as a foreign corporation, foreign corporation limited partnership or extra-provincial corporationlimited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital shares stock or other equity or ownership interests interest of each Subsidiary have has been duly authorized and validly issued, are is fully paid and non-assessable nonassessable and are is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreement, option, warrant, conversion right, other right or privilege except as disclosed in the Disclosure Package and the Final Prospectus (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with the Company or its Subsidiaries for the purchase, subscription for or issuance exclusive of any of the issued or unissued securities of the Subsidiariessupplement thereto). The Company does not own or control, directly or indirectly, any Subsidiary that is a corporation, association or other entity other than as disclosed the Subsidiaries listed in Schedule “B”III hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), Subsidiaries has been duly incorporated incorporated, formed or organized, as the case may be, organized and is validly existing as a corporation corporation, limited partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or organization and has the corporate corporate, limited liability or other organization power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Preliminary Prospectus and Final Prospectuses the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement and each Agreement. Each of the Company and its Subsidiaries is duly qualified as a foreign corporation, foreign corporation limited partnership, limited liability company or extra-provincial corporation, as applicable, other 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 for such jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All Except as disclosed in the Preliminary Prospectus and the Prospectus, all of the issued and outstanding shares of capital shares stock or other equity or ownership membership interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and are owned by the Company, directly or through one or more Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreement, option, warrant, conversion right, other right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than as disclosed the Subsidiaries listed in Schedule “B”Annex A hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), has been duly incorporated or organized, as the case may be, and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and Final Prospectuses Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement Agreement, the Indenture and the other agreements described in the Prospectus, and the material contracts of the Company, including but not limited to the Asset Purchase Agreement, and to consummate the transactions described in each such agreement. Each of the Company and its Subsidiaries each subsidiary is duly qualified as a corporation, foreign corporation or extra-provincial corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital shares or other equity or ownership interests stock of each Subsidiary have subsidiary has been duly authorized and validly issued, are is fully paid and non-assessable nonassessable and are is owned by the Company, directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreement, option, warrant, conversion right, claim (other right than liens being released on the First Closing Date (as defined below) or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with liens permitted pursuant to the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the SubsidiariesIndenture). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than as disclosed the subsidiaries listed in Schedule “B”Exhibit 21 to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), Subsidiaries has been duly incorporated incorporated, formed or organized, as the case may be, organized and is validly existing as a corporation corporation, limited partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or organization and has the corporate corporate, limited liability or other organization power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and Final Prospectuses the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement and each Agreement. Each of the Company and its Subsidiaries is duly qualified as a foreign corporation, foreign corporation limited partnership, limited liability company or extra-provincial corporation, as applicable, other 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 for such jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All Except as disclosed in the preliminary prospectus and the Prospectus, all of the issued and outstanding shares of capital shares stock or other equity or ownership membership interests of each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and are owned by the Company, directly or through one or more Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreement, option, warrant, conversion right, other right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than as disclosed the Subsidiaries listed in Schedule “B”Annex A hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), has been duly incorporated or organized, as the case may be, organized and is validly existing as a corporation corporation, limited company or proprietary limited company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and Final Prospectuses Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement and each Agreement, except for such jurisdictions where the failure of any such subsidiary to exist as a corporation, limited company or proprietary limited company in good standing would not result in a Material Adverse Change. Each of the Company and its Subsidiaries each subsidiary is duly qualified as a corporation, foreign corporation or extra-provincial corporation, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital shares or other equity or ownership interests stock of each Subsidiary have subsidiary has been duly authorized and validly issued, are is fully paid and non-assessable nonassessable and are is owned by the Company, directly or through Subsidiariessubsidiaries, and, other than under the Amended and Restated Credit Agreement, dated as of November 16, 2001, as amended, among the Company, AMN Healthcare, Inc., the Subsidiary Guarantors named therein, the Lenders and the Agent named therein (the "Credit Agreement"), is free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreement, option, warrant, conversion right, other right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than as disclosed the subsidiaries listed in Schedule “B”Exhibit 21.1 to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), has been duly incorporated or organizedformed, as the case may beapplicable, and is validly existing as a corporation corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization formation, as applicable, and has the corporate corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and Final Prospectuses Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this Agreement each of the Transaction Documents to which it is a party; complete and each correct copies of the charters and bylaws of the Company and its Subsidiaries subsidiaries and all amendments thereto have been delivered to you, and no change therein will be made on or after the date hereof through and including the Time of Sale. Each of the Company and each subsidiary is duly qualified as a foreign corporation, foreign corporation limited partnership or extra-provincial corporationlimited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital shares stock or other equity or ownership interests interest of each Subsidiary have subsidiary has been duly authorized and validly issued, are is fully paid (to the extent required under their respective organizational documents) and nonnonassessable (except as such nonassessability may be affected by Sections 18-assessable 607 and are 18-804 of the Delaware Limited Liability Company Act) and is owned by the CompanyCompany (other than Cardtronics México, S.A. de C.V.), directly or through Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreement, option, warrant, conversion right, other right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with except as disclosed in the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the SubsidiariesOffering Memorandum. The Company does not own or control, directly or indirectly, any corporation, association or other entity has no subsidiaries (as defined under the Securities Act) other than as disclosed those listed in Schedule “B”.C.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and each of its subsidiaries listed on Schedule “B” (collectively, the “Subsidiaries”), has been duly incorporated or organized, as the case may beformed, and is validly existing as a corporation corporation, limited partnership or limited liability company, in good standing under the laws of the jurisdiction of its incorporation or organization formation, and has the corporate corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Pricing Disclosure Package and Final Prospectuses the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement Agreement. The Company and each of the Company and its Subsidiaries subsidiaries is duly qualified as a foreign corporation, foreign corporation limited partnership or extra-provincial corporation, as applicable, limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital shares stock or other equity or ownership interests interest of each Subsidiary have subsidiary of the Company has been duly authorized and validly issued, are is fully paid and non-assessable nonassessable and are is owned by the Company (other than Susser Company, Ltd., Cash & Go Management, LLC and Cash & Go, Ltd., which are not wholly owned by Susser Holding Corporation, directly or through Subsidiariessubsidiaries), directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. No person has any agreementclaim except pursuant to the Company’s Amended and Restated Credit Agreement, optiondated May 7, warrant2010, conversion rightamong the Company, Susser Holdings, L.L.C., and the other right or privilege parties thereto (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than as disclosed in Schedule “BCredit Agreement”).