Common use of Good Standing of the Subsidiaries Clause in Contracts

Good Standing of the Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly formed or organized, as the case may be, and is validly existing as a corporation, partnership, limited liability company or trust, as the case may be, in good standing under the laws of its jurisdiction of incorporation or organization, except where the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full power and authority (corporate and other) to own, lease and operate their properties and to conduct their businesses as described in the Prospectus and are duly qualified as a foreign corporation, partnership, limited liability company or trust, as the case may be, to transact business and are 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 qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding ownership interests or shares of beneficial interest, as the case may be, of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries.

Good Standing of the Subsidiaries. Each “Subsidiary that is a "significant subsidiary” of the Company (" as such term is defined in Rule Section 1-02 of Regulation S-X) X (each, each a “"Significant Subsidiary” and, ," and collectively, the “"Significant Subsidiaries”), ") is listed on Exhibit B hereto and has been duly formed or organized, as the case may be, organized and is validly existing as a corporation, limited partnership, limited liability company or trustother legal entity, as the case may be, in good standing under the laws of the state of its jurisdiction of incorporation or organization, except where as the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full case may be, with the requisite power and authority (corporate and other) to own, lease and operate their properties its properties, and to conduct their businesses the business in which it is engaged or proposes to engage as described in the Prospectus and are Prospectus. Each such entity is duly qualified or registered as a foreign corporation, partnership, limited partnership or limited liability company or trustother legal entity, as the case may be, to transact business and are is in good standing in each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing register would not result in have a Material Adverse Effect; . Except as otherwise stated in the Registration Statement and the Prospectus, all of the issued and outstanding ownership capital stock or other equity interests or shares of beneficial interest, as the case may be, of the Subsidiaries have each such entity has been duly authorized and validly issued, are issued and is fully paid and non-assessable assessable, has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and are owned directly or indirectly by the CompanyCompany or the Operating Partnership, directly, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, "Liens"). No shares of capital stock or other equity interests of such entities are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock or other equity interests of such entities and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or other equity interests or any other securities of such entities, except as described disclosed in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries.

Good Standing of the Subsidiaries. Each “Subsidiary that is a "significant subsidiary” of the Company (" as such term is defined in Rule Section 1-02 of Regulation S-X) X (each, each a “"Significant Subsidiary” and, ," and collectively, the “"Significant Subsidiaries”), ") is listed on Exhibit B hereto and has been duly formed or organized, as the case may be, organized and is validly existing as a corporation, limited partnership, limited liability company or trustother legal entity, as the case may be, in good standing under the laws of the state of its jurisdiction of incorporation or organization, except where as the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full case may be, with the requisite power and authority (corporate and other) to own, lease and operate their properties its properties, and to conduct their businesses the business in which it is engaged or proposes to engage as described in the Prospectus and are Prospectus. Each such entity is duly qualified or registered as a foreign corporation, partnership, limited partnership or limited liability company or trustother legal entity, as the case may be, to transact business and are is in good standing in each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing register would not result in have a Material Adverse Effect; . Except as otherwise stated in the Registration Statement and the Prospectus, all of the issued and outstanding ownership capital stock or other equity interests or shares of beneficial interest, as the case may be, of the Subsidiaries have each such entity has been duly authorized and validly issued, are issued and is fully paid and non-assessable assessable, has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and are owned owned, directly or indirectly, by the CompanyOperating Partnership, directly, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, "Liens"). No shares of capital stock or other equity interests of such entities are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock or other equity interests of such entities and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or other equity interests or any other securities of such entities, except as described disclosed in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries.

Good Standing of the Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly formed or organized, as the case may be, and is validly existing as a corporation, partnership, limited liability company or trust, as the case may be, in good standing under the laws of its jurisdiction of or incorporation or organization, except where the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full power and authority (corporate and other) to own, lease and operate their properties and to conduct their businesses as described in the Prospectus and are duly qualified as a foreign corporation, partnership, limited liability company or trust, as the case may be, to transact business and are 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 qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding ownership interests or shares of beneficial interest, as the case may be, of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries.

Good Standing of the Subsidiaries. Each “subsidiary that is a "significant subsidiary” of the Company (" as such term is defined in Rule Section 1-02 of Regulation S-X) X (each, each a “"Significant Subsidiary” and, ," and collectively, the “"Significant Subsidiaries”), ") and each subsidiary listed on Exhibit A hereto has been duly formed or organized, as the case may be, organized and is validly existing as a corporation, limited partnership, limited liability company or trustother legal entity, as the case may be, in good standing under the laws of the state of its jurisdiction of incorporation or organization, except where as the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full case may be, with the requisite power and authority (corporate and other) to own, lease and operate their properties its properties, and to conduct their businesses the business in which it is engaged or proposes to engage as described in the Prospectus and are Prospectus. Each such entity is duly qualified or registered as a foreign corporation, partnership, limited partnership or limited liability company or trustother entity, as the case may be, to transact business and are is in good standing in each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing register would not result in have a Material Adverse Effect; . Except as otherwise stated in the Registration Statement and the Prospectus, all of the issued and outstanding ownership capital stock or other equity interests or shares of beneficial interest, as the case may be, of the Subsidiaries each such entity have been duly authorized and validly issued, issued and are fully paid and non-assessable assessable, or with respect to partnership entities, to the extent due and payable, have been fully paid, and are owned directly or indirectly by the CompanyCompany or the Operating Partnership and various joint venture partners, directly, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, "Liens"). No shares of capital stock or other equity interests of such entities are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock or other equity interests of such entities and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or other equity interests or any other securities of such entities, except as described disclosed in the Prospectus or as otherwise provided in the joint venture agreements listed on a schedule to the Agreement, if not otherwise disclosed in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries.

Good Standing of the Subsidiaries. Each “subsidiary that is a "significant subsidiary” of the Company (" as such term is defined in Rule Section 1-02 of Regulation S-X) X (each, each a “"Significant Subsidiary” and, ," and collectively, the “"Significant Subsidiaries”), ") and each subsidiary listed on Exhibit B hereto has been duly formed or organized, as the case may be, organized and is validly existing as a corporation, limited partnership, limited liability company or trustother legal entity, as the case may be, in good standing under the laws of the state of its jurisdiction of incorporation or organization, except where as the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full case may be, with the requisite power and authority (corporate and other) to own, lease and operate their properties its properties, and to conduct their businesses the business in which it is engaged or proposes to engage as described in the Prospectus and are Prospectus. Each such entity is duly qualified or registered as a foreign corporation, partnership, limited partnership or limited liability company or trustother entity, as the case may be, to transact business and are is in good standing in each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing register would not result in have a Material Adverse Effect; . Except as otherwise stated in the Registration Statement and the Prospectus, all of the issued and outstanding ownership capital stock or other equity interests or shares of beneficial interest, as the case may be, of the Subsidiaries each such entity have been duly authorized and validly issued, issued and are fully paid and non-assessable assessable, or with respect to partnership entities have been fully paid, and are owned directly or indirectly by the CompanyCompany or the Operating Partnership and various joint venture partners, directly, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, "Liens"). No shares of capital stock or other equity interests of such entities are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock or other equity interests of such entities and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or other equity interests or any other securities of such entities, except as described disclosed in the Prospectus or as otherwise provided in the joint venture agreements listed on a schedule to the Terms Agreement, if not otherwise disclosed in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries...

Good Standing of the Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly formed or organized, as the case may be, and is are validly existing as a corporation, partnership, limited liability company or real estate investment trust, as the case may be, in good standing under the laws of its jurisdiction the State of incorporation Delaware or organizationwith the SDAT, except where as the failure to be in good standing would not result in a Material Adverse Effectcase may be. The Subsidiaries have full limited liability company power and authority (corporate or trust power and other) authority, as the case may be, to own, lease and operate their properties and to conduct their businesses as described in the Prospectus and are duly qualified as a foreign corporation, partnership, limited liability company or foreign trust, as the case may be, to transact business and are 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 qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding ownership interests or shares of beneficial interest, as the case may be, of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries.

Good Standing of the Subsidiaries. Each “significant subsidiary” The Bank does not own or --------------------------------- control, directly or indirectly, any corporation, association (other than homeowners' associations formed by certain of the Bank's subsidiaries in connection with the Bank's planned unit developments) or other entity other than the Company (as such term is defined and the subsidiaries listed in Rule 1-02 Exhibit 21.1 to the Form OC. Each subsidiary of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), Bank has been duly formed or organized, as the case may be, incorporated and is validly existing as a corporation, partnership, limited liability company or trust, as the case may be, corporation in good standing under the laws of its the jurisdiction of incorporation or organizationits incorporation, except where the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have has full power and authority (corporate and other) and authority to own, lease and operate their its properties and to conduct their businesses its business as described in the Prospectus Offering Circular (or, if not so described, as presently conducted), and are is duly qualified as a foreign corporation, partnership, limited liability company or trust, as the case may be, corporation to transact business and are is in good standing in each other jurisdiction in which all places where such qualification or good standing is requirednecessary or to the extent not so qualified or not in good standing, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify obtain such qualification or to be in good standing would not result have a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Bank and its subsidiaries, considered as one enterprise; no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification; the activities of the subsidiaries of the Bank are permitted to subsidiaries of a Material Adverse Effectfederally chartered savings bank under applicable law and the OTS Rules and Regulations; all of the issued and outstanding ownership interests or shares capital stock of beneficial interest, as the case may be, each subsidiary of the Subsidiaries have Bank has been duly authorized and validly issued, are issued and is fully paid and non-assessable nonassessable and are is owned, directly or through other subsidiaries of the Bank, by the Bank; and all of the capital stock of each subsidiary of the Bank that is owned by the CompanyBank, directlydirectly or through other subsidiaries of the Bank, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiariesequity.

Good Standing of the Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly formed or organized, as the case may be, and is validly existing as a corporation, partnership, limited liability company or trust, as the case may be, in good standing under the laws of its jurisdiction of incorporation or organizationorganization (to the extent good standing is recognized under applicable law), except where the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full power and authority (corporate and other) to own, lease and operate their properties and to conduct their businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus and are duly qualified as a foreign corporation, partnership, limited liability company or trust, as the case may be, to transact business and are 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 qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding ownership interests or interests, shares of beneficial interest or other beneficial interest, as the case may bebe and to the extent applicable, of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directlydirectly or indirectly through wholly owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Registration Statement, the General Disclosure Package and the Prospectus; none of the outstanding interests or interests, shares of beneficial interest or other beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries. As of the date hereof, 403 & 400 Xxxxx Xxxxx, LLC, FP 500 Xxxxx Xxxxxx, XXX, FP Cloverleaf, LLC, FX Xxxx, LLC, One State Street Square Urban Renewal L.L.C., SIR NE Houston LLC, SIR San Antonio (Ridgewood Parkway) LLC, SIR San Jxxx (Via Del Oro) LP and Sxxxxxx First LLC, each a “significant subsidiary” of the Company, do not hold any assets or conduct any business operations, other than any post-closing obligations arising pursuant to the terms of purchase and sale agreements with respect to the properties previously sold by such Subsidiaries.

Good Standing of the Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), Bank has been duly formed or organized, as the case may be, incorporated and is validly existing as a corporation, partnership, limited liability company or trust, as the case may be, corporation in good standing under the laws of its the jurisdiction of incorporation or organizationits incorporation, except where the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have has full power and authority (corporate and other) and authority to own, lease and operate their its properties and to conduct their businesses its business as described in the Prospectus (or, if not so described, as presently conducted), and are is duly qualified as a foreign corporation, partnership, limited liability company or trust, as the case may be, corporation to transact business and are 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 of the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Bank Material Adverse Effect; all of the issued and outstanding ownership interests or shares capital stock of beneficial interest, as the case may be, each subsidiary of the Subsidiaries have Bank has been duly authorized and validly issued, are issued and is fully paid and non-assessable nonassessable and are is owned, directly or through other subsidiaries of the Bank, by the Bank; and all of the capital stock of each subsidiary of the Bank that is owned by the CompanyBank, directlydirectly or through other subsidiaries of the Bank, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except equity. (ix) Capitalization and Authorization of the Company. The authorized, issued and outstanding capital stock of the Company is as described set forth in the Prospectus; none Prospectus in the column entitled "Actual" under the caption "Capitalization" (except for subsequent issuances, if any, pursuant to this Agreement). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding interests or shares of beneficial interest, as the case may be, capital stock of the Subsidiaries were Company was issued in violation of the preemptive or other similar rights of any securityholder of the SubsidiariesCompany. All of the outstanding shares of common stock, par value $1.00 per share (the "Common Stock"), are owned by the Bank free and clear of any liens, charges or encumbrances.

Good Standing of the Subsidiaries. Each Subsidiary that is a “significant subsidiary” of the Company (as such term is defined in Rule Section 1-02 of Regulation S-X) X (each, each a “Significant Subsidiary,” and, and collectively, the “Significant Subsidiaries”), ) is listed on Exhibit B hereto and has been duly formed or organized, as the case may be, organized and is validly existing as a corporation, limited partnership, limited liability company or trustother legal entity, as the case may be, in good standing under the laws of the state of its jurisdiction of incorporation or organization, except where as the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full case may be, with the requisite power and authority (corporate and other) to own, lease and operate their properties its properties, and to conduct their businesses the business in which it is engaged or proposes to engage as described in the Prospectus and are Prospectus. Each such entity is duly qualified or registered as a foreign corporation, partnership, limited partnership or limited liability company or trustother legal entity, as the case may be, to transact business and are is in good standing in each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing register would not result in have a Material Adverse Effect; . Except as otherwise stated in the Registration Statement and the Prospectus, all of the issued and outstanding ownership capital stock or other equity interests or shares of beneficial interest, as the case may be, of the Subsidiaries have each such entity has been duly authorized and validly issued, are issued and is fully paid and non-assessable assessable, has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and are owned owned, directly or indirectly, by the Operating Partnership or the Company, directly, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, “Liens”). No shares of capital stock or other equity interests of such entities are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock or other equity interests of such entities and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or other equity interests or any other securities of such entities, except as described disclosed in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries.

Good Standing of the Subsidiaries. Each “subsidiary that is a "significant subsidiary” of the Company (" as such term is defined in Rule Section 1-02 of Regulation S-X) X (each, each a “"Significant Subsidiary” and, ," and collectively, the “"Significant Subsidiaries”), ") and each subsidiary listed on Exhibit B hereto and has been duly formed or organized, as the case may be, organized and is validly existing as a corporation, limited partnership, limited liability company or trustother legal entity, as the case may be, in good standing under the laws of the state of its jurisdiction of incorporation or organization, except where as the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full case may be, with the requisite power and authority (corporate and other) to own, lease and operate their properties its properties, and to conduct their businesses the business in which it is engaged or proposes to engage as described in the Prospectus and are Prospectus. Each such entity is duly qualified or registered as a foreign corporation, partnership, limited partnership or limited liability company or trustother entity, as the case may be, to transact business and are is in good standing in each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing register would not result in have a Material Adverse Effect; . Except as otherwise stated in the Registration Statement and the Prospectus, all of the issued and outstanding ownership capital stock or other equity interests or shares of beneficial interest, as the case may be, of the Subsidiaries have such entity has been duly authorized and validly issued, are issued and is fully paid and non-assessable and with respect to partnership entities have been fully paid and are owned directly or indirectly by the CompanyCompany or the Operating Partnership, directly, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, "Liens"). No shares of capital stock or other equity interests of such entities are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock or other equity interests of such entities and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or other equity interests or any other securities of such entities, except as described disclosed in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries.

Good Standing of the Subsidiaries. Each “Subsidiary that is a "significant subsidiary” of the Company (" as such term is defined in Rule Section 1-02 of Regulation S-X) X (each, each a “"Significant Subsidiary” and, ," and collectively, the “"Significant Subsidiaries”), ") is listed on Exhibit B hereto and has been duly formed or organized, as the case may be, organized and is validly existing as a corporation, limited partnership, limited liability company or trustother entity, as the case may be, in good standing under the laws of the state of its jurisdiction of incorporation or organization, except where as the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full case may be, with the requisite power and authority (corporate and other) to own, lease and operate their properties its properties, and to conduct their businesses the business in which it is engaged or proposes to engage as described in the Prospectus and are Prospectus. Each such entity is duly qualified or registered as a foreign corporation, partnership, limited partnership or limited liability company or trustother entity, as the case may be, to transact business and are is in good standing in each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing register would not result in have a Material Adverse Effect; . Except as otherwise stated in the Registration Statement and the Prospectus, all of the issued and outstanding ownership capital stock or other equity interests or shares of beneficial interest, as the case may be, of the Subsidiaries have each such entity has been duly authorized and validly issued, are issued and is fully paid and non-assessable assessable, has been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws) and are owned owned, directly or indirectly, by the CompanyOperating Partnership, directly, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, "Liens"). No shares of capital stock or other equity interests of such entities are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock or other equity interests of such entities and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or other equity interests or any other securities of such entities, except as described disclosed in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries.

Good Standing of the Subsidiaries. Each “significant subsidiary” subsidiary of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), Bank has been duly formed or organized, as the case may be, incorporated and is validly existing as a corporation, partnership, limited liability company or trust, as the case may be, corporation in good standing under the laws of its the jurisdiction of incorporation or organizationits incorporation, except where the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have has full power and authority (corporate and other) and authority to own, lease and operate their its properties and to conduct their businesses its business as described in the Prospectus and are as presently conducted and is duly qualified as a foreign corporation, partnership, limited liability company or trust, as the case may be, corporation to transact business and are is in good standing in each other jurisdiction in which all places where such qualification or good standing is requirednecessary or to the extent not so qualified or not in good standing, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify obtain such qualification or to be in good standing would not result have a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Bank and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business; no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification; the activities of the subsidiaries of the Bank are permitted to subsidiaries of a Material Adverse Effectfederal savings bank under applicable law and the rules and regulations of the Office of Thrift Supervision (the AOTS@); all of the issued and outstanding ownership interests or shares capital stock of beneficial interest, as the case may be, each subsidiary of the Subsidiaries have Bank has been duly authorized and validly issued, are issued and is fully paid and non-assessable and are is owned, directly or through other subsidiaries of the Bank, by the Bank; and all of the capital stock of each subsidiary of the Bank that is owned by the CompanyBank, directlydirectly or through other subsidiaries of the Bank, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiariesequity.

Good Standing of the Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly formed or organized, as the case may be, and is validly existing as a corporation, partnership, limited liability company or trust, as the case may be, in good standing under the laws of its jurisdiction of incorporation or organization, except where the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full power and authority (corporate and other) to own, lease and operate their properties and to conduct their businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus and are duly qualified as a foreign corporation, partnership, limited liability company or trust, as the case may be, to transact business and are 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 qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding ownership interests or shares of beneficial interest, as the case may be, of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Registration Statement, the General Disclosure Package and the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries.

Good Standing of the Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly formed or organized, as the case may be, and is validly existing as a corporation, partnership, limited liability company or trust, as the case may be, in good standing under the laws of its jurisdiction of incorporation or organizationorganization (to the extent good standing is recognized under applicable law), except where the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full power and authority (corporate and other) to own, lease and operate their properties and to conduct their businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus and are duly qualified as a foreign corporation, partnership, limited liability company or trust, as the case may be, to transact business and are 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 qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding ownership interests or interests, shares of beneficial interest or other beneficial interest, as the case may bebe and to the extent applicable, of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directlydirectly or indirectly through wholly owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Registration Statement, the General Disclosure Package and the Prospectus; none of the outstanding interests or interests, shares of beneficial interest or other beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries. As of the date hereof, 403 & 000 Xxxxx Xxxxx, LLC, FP 000 Xxxxx Xxxxxx, XXX, FP Cloverleaf, LLC, XX Xxxx, LLC, One State Street Square Urban Renewal L.L.C., SIR NE Houston LLC, SIR San Antonio (Ridgewood Parkway) LLC, SIR San Xxxx (Via Del Oro) LP and Xxxxxxx First LLC, each a “significant subsidiary” of the Company, do not hold any assets or conduct any business operations, other than any post-closing obligations arising pursuant to the terms of purchase and sale agreements with respect to the properties previously sold by such Subsidiaries.

Good Standing of the Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (eachGovernment Properties Income Trust LLC, a “Subsidiary” andDelaware limited liability company, GPT Properties Trust, a Maryland real estate investment trust, and GPT Properties LLC, a Delaware limited liability company and GOV Lakewood Properties Trust, a Maryland real estate investment trust (collectively, the “Subsidiaries”), has have been duly formed or organized, as the case may be, and is are validly existing as a corporation, partnership, limited liability company or real estate investment trust, as the case may be, in good standing under the laws of its jurisdiction the State of incorporation Delaware or organizationwith the SDAT, except where as the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries case may be, have full limited liability company power and authority (corporate or trust power and other) authority, as the case may be, to own, lease and operate their properties and to conduct their businesses as described in the Prospectus and are duly qualified as a foreign corporation, partnership, limited liability company or foreign trust, as the case may be, to transact business and are 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 qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding ownership interests or shares of beneficial interest, as the case may be, of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries. Government Properties Income Trust LLC and, GPT Properties Trust are each a “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X).

Good Standing of the Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company Corporation are the entities listed in Exhibit 21.1 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012. Each Subsidiary of the Corporation (as such term is defined in Rule 1-02 of Regulation S-Xa) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly formed or organized, as the case may be, organized and is validly existing as a corporation, partnership, partnership or a limited liability company or trust, as the case may be, in good standing under the laws of its the jurisdiction of incorporation its organization; (b) has partnership or organization, except where the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full limited liability company power and authority (corporate and other) authority, as applicable, to own, lease and operate their its properties and to conduct their businesses its business as described in the Prospectus Specified SEC Reports; and are (c) is duly qualified as a foreign corporation, partnership, partnership or limited liability company or trustcompany, as the case may be, to transact business and are 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 in the case of this clause (c) where the failure so to qualify or to be in good standing would not result in a Material Adverse EffectEffect (either singly or when combined with other breaches of the representations and warranties in this Article III); all of the issued and outstanding ownership equity interests or shares of beneficial interestcapital stock, as the case may berespectively, of the Subsidiaries have each such Subsidiary has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the CompanyCorporation, directlydirectly or through a Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the ProspectusLiens; none of the outstanding equity interests or shares of beneficial interestcapital stock, as the case may berespectively, of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. Except for the equity interests and shares of capital stock, respectively, in its Subsidiaries, the Corporation does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity.

Good Standing of the Subsidiaries. Each “significant subsidiary” The only subsidiaries of the Company Corporation are the entities listed on Schedule 3.2. Each Subsidiary of the Corporation (as such term is defined in Rule 1-02 of Regulation S-Xa) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly formed or organized, as the case may be, organized and is validly existing as a corporation, partnership, partnership or a limited liability company or trust, as the case may be, in good standing under the laws of its the jurisdiction of incorporation its organization; (b) has partnership or organization, except where the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full limited liability company power and authority (corporate and other) authority, as applicable, to own, lease and operate their its properties and to conduct their businesses its business as described in the Prospectus Specified SEC Reports; and are (c) is duly qualified as a foreign corporation, partnership, partnership or limited liability company or trustcompany, as the case may be, to transact business and are 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 in the case of this clause (c) where the failure so to qualify or to be in good standing would not result in a Material Adverse EffectEffect (either singly or when combined with other breaches of the representations and warranties in this Article III); all of the issued and outstanding ownership equity interests or shares of beneficial interestcapital stock, as the case may berespectively, of the Subsidiaries have each such Subsidiary has been duly authorized and validly issued, are is fully paid and non-assessable and are is owned by the CompanyCorporation, directlydirectly or through a Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the ProspectusLiens; none of the outstanding equity interests or shares of beneficial interestcapital stock, as the case may berespectively, of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. Except for the equity interests and shares of capital stock, respectively, in its Subsidiaries, the Corporation does not own, directly or indirectly, any shares of stock or any other equity or long- term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity.