Common use of Good Standing of Significant Subsidiaries Clause in Contracts

Good Standing of Significant Subsidiaries. Each significant subsidiary has been duly organized and is validly existing as a corporation, limited partnership, limited liability company or other entity, as the case may be, in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state of its jurisdiction of incorporation or organization, as the case may be, with the requisite power and authority to own, lease and operate its properties, and to conduct the business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 qualify or register would not have a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each significant subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) and are owned by the Company or the Operating Partnership, directly or through subsidiaries, 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 any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary were issued in violation of preemptive or other similar rights arising by operation of law, under the charter or by-laws of such significant subsidiaries or under any agreement to which such significant subsidiaries are a party.

Good Standing of Significant Subsidiaries. Each “significant subsidiary subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation, limited liability company, limited partnership, limited liability company trust company, statutory business trust or other entitybank, as the case may be, in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state jurisdiction of its jurisdiction of incorporation or organization, as the case may be, with the requisite has all necessary power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary Prospectus and is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, entity to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 so to so qualify or register to be in good standing would not have not, singly or in the aggregate, result in a Material Adverse Effect. The deposit accounts of each of the Company’s subsidiary depository institutions 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 has been instituted or is pending or, to the knowledge of the Company, is threatened or contemplated. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of each significant subsidiary Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) assessable and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectivelyequity, “Liens”). No and none of the outstanding shares of capital stock or other equity interests of any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary Significant Subsidiary were issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws any securityholder of such Significant Subsidiary or any other person. The only subsidiaries of the Company are (a) the Significant Subsidiaries listed on Schedule D hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiaries or under any agreement to which such significant subsidiaries are a party.subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Significant Subsidiaries. Each “significant subsidiary” of the Guarantor (as such term is defined in Rule 1-02 of Regulation S-X) and each subsidiary listed on Schedule C hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation, limited partnership, limited liability company or other entity, as the case may be, corporation in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state jurisdiction of its jurisdiction of incorporation or organizationincorporation, as the case may be, with the requisite and has corporate power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary Prospectus and is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, corporation to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 so to so qualify or register to be in good standing would not have result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each significant subsidiary have such Subsidiary has been duly authorized and validly issued and are issued, is fully paid and non-assessableassessable (subject to the provisions of Section 55 of Title 12 of the United States Code in the case of Significant Subsidiaries which are national banking associations or similar provisions applicable to other depository institution subsidiaries or the Guarantor under the laws of the respective jurisdictions in which they are organized) and, have been offered and sold in compliance with all applicable laws (including without limitationexcept for any director’s qualifying shares, federal or state securities laws) and are is owned by the Company or the Operating PartnershipGuarantor, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, “Liens”). No equity; none of the outstanding shares of capital stock or other equity interests of any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary were Subsidiary was issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws any securityholder of such significant subsidiaries Subsidiary; and 100% of its capital stock, other than any director’s qualifying shares, is owned by the Guarantor, directly or under through subsidiaries, free and clear of any agreement to which such significant subsidiaries are a partymortgage, pledge, lien, encumbrance, claim or equity.

Good Standing of Significant Subsidiaries. Each “significant subsidiary subsidiary” of the Company listed on Schedule C hereto (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation, limited partnership, limited liability company or other entity, as the case may be, and in good standing (or its equivalent), to the extent any such concept is exists in the applicable under local law, jurisdiction) under the laws of the state its respective jurisdiction of its jurisdiction of incorporation or other organization, as the case may be, with the has all requisite power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary Prospectus and, to the extent applicable, is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 qualify or register to be in good standing would not have not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise stated 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 of in each significant subsidiary Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) assessable and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, “Liens”)equity. No None of the outstanding shares of capital stock of or other equity interests of in any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary Significant Subsidiary were issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws any securityholder of such significant Significant Subsidiary or any other entity. The only subsidiaries or under any agreement of the Company are the subsidiaries listed on Exhibit 21 to which such significant subsidiaries are a partythe Company’s Annual Report on Form 10-K filed on August 18, 2023.

Good Standing of Significant Subsidiaries. Each “significant subsidiary subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation, limited liability company, limited partnership, limited liability company trust company, statutory business trust or other entitybank, as the case may be, in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state jurisdiction of its jurisdiction of incorporation or organization, as the case may be, with the requisite has all necessary power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary Prospectus and is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, entity to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 so to so qualify or register to be in good standing would not have not, singly or in the aggregate, result in a Material Adverse Effect. The deposit accounts of the Company’s subsidiary depository institution are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent provided by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance has been instituted or is pending or, to the knowledge of the Company, is threatened or contemplated. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of each significant subsidiary Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) assessable and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectivelyequity, “Liens”). No and none of the outstanding shares of capital stock or other equity interests of any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary Significant Subsidiary were issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws any securityholder of such Significant Subsidiary or any other person. The only subsidiaries of the Company are (a) the Significant Subsidiaries listed on Schedule D hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiaries or under any agreement to which such significant subsidiaries are a party.subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Significant Subsidiaries. Each significant subsidiary Significant Subsidiary of the Company has been duly organized and is validly existing as a corporation, limited partnership, or general partnership or limited liability company or other entitycompany, as the case may be, in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state jurisdiction of its jurisdiction of incorporation or organization, as the case may be, with the requisite has power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package or the Prospectus and the Prospectus. Each significant subsidiary is duly qualified or registered as a foreign corporation, limited or general partnership or limited liability company or other entitycompany, as the case may be, to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 so to so qualify or register to be in good standing would not have not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock or other equity of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each significant such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued and issued, are fully paid and (except in the case of general partnership interests) non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) assessable and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, “Liens”). No Lien; and none of the issued and outstanding shares of capital stock or other equity of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any significant such subsidiary are reserved for any purposethat is a limited or general partnership, and there are no none of the issued and outstanding securities convertible into or exchangeable for any capital stock limited liability company interests, membership interests or other equity interests of such significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity similar interests of any significant such subsidiary were that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising of any securityholder of such subsidiary or any other person. Exhibit 21 to the Company’s most recent Annual Report on Form 10-K filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with the first sentence of clause (ii) of Section 21 of Item 601 of Regulation S-K of the Commission. The term “Significant Subsidiary” means any subsidiaries of the Company which are “significant subsidiaries” as defined by operation Rule 1-02 of law, Regulation S-X. The Company has no Significant Subsidiaries other than the Significant Subsidiaries that are listed on Exhibit B hereto under the charter or by-laws caption “Significant Subsidiaries of such significant subsidiaries or under any agreement to which such significant subsidiaries are a partythe Company.”

Good Standing of Significant Subsidiaries. Each significant subsidiary has been duly organized and is validly existing as a corporation, limited partnership, limited liability company or other entity, as the case may beapplicable, in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state of its jurisdiction of incorporation or organization, as the case may beapplicable, with the requisite power and authority to own, lease and operate its properties, and to conduct the business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may beapplicable, to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 qualify or register would not have a Material Adverse Effect. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each significant subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, 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 any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary were issued in violation of preemptive or other similar rights arising by operation of law, under the charter or by-laws of such significant subsidiaries or under any agreement to which such significant subsidiaries are a party.

Good Standing of Significant Subsidiaries. Each significant subsidiary Significant Subsidiary of the Company has been duly organized and is validly existing as a corporation, limited partnership, or general partnership or limited liability company or other entitycompany, as the case may be, in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state jurisdiction of its jurisdiction of incorporation or organization, as the case may be, with the requisite has power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package or the Prospectus and the Prospectus. Each significant subsidiary is duly qualified or registered as a foreign corporation, limited or general partnership or limited liability company or other entitycompany, as the case may be, to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 so to so qualify or register to be in good standing would not have not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of each significant subsidiary of the Company have been duly and validly authorized and validly issued and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) assessable and are owned directly or indirectly by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interestall liens, mortgageencumbrances, pledgeequities or claims. Exhibit 21 to the Company’s most recent Annual Report on Form 10-K filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, lien, encumbrance, claim or equity other than subsidiaries omitted from such exhibit in accordance with the first sentence of clause (collectively, ii) of Section 21 of Item 601 of Regulation S-K of the Commission. Any subsidiaries of the Company which are “Liens”). No shares significant subsidiaries” as defined by Rule 1-02 of capital stock or other equity interests of any significant subsidiary Regulation S-X 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary were issued in violation of preemptive or other similar rights arising by operation of law, listed on Exhibit B hereto under the charter or by-laws of such significant subsidiaries or under any agreement to which such significant subsidiaries are a partycaption “Significant Subsidiaries.”

Good Standing of Significant Subsidiaries. Each “significant subsidiary subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation, limited partnership, limited liability company or other entity, as the case may be, and in good standing (or its equivalent), to the extent any such concept is exists in the applicable under local law, jurisdiction) under the laws of the state jurisdiction of its jurisdiction of incorporation or other organization, as the case may be, with the has all requisite power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary Prospectus and is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 qualify or register to be in good standing would not have not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. Except as otherwise stated 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 of in each significant subsidiary Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) assessable and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, “Liens”)equity. No None of the outstanding shares of capital stock of or other equity interests of in any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary Significant Subsidiary were issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws any securityholder of such significant Significant Subsidiary or any other entity. Other than Loom, Inc., Optic Labs Corporation, Atlassian Korea Ltd., AirTrack Software Pty Ltd and Atlassian Pte. Ltd., the only subsidiaries or under any agreement of the Company are the subsidiaries listed on Exhibit 21 to which such significant subsidiaries are a partythe Company’s Annual Report on Form 10-K filed on August 18, 2023.

Good Standing of Significant Subsidiaries. Each direct or indirect “significant subsidiary subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company and each of the Guarantors listed on Schedule B hereto (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing in good standing as a corporationthe type of entity in the jurisdiction for such entity indicated on Schedule B hereto, limited partnershiphas corporate, limited liability company or other entity, as the case may be, in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state of its jurisdiction of incorporation or organization, as the case may be, with the requisite limited partnership power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, Offering Memorandum and the General Disclosure Package and the Prospectus. Each significant subsidiary is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, limited partnership to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 so to so qualify or register to be in good standing would not have not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package Offering Memorandum and the ProspectusDisclosure Package, all of the issued and outstanding shares of capital stock or other equity interests of in each significant subsidiary Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) assessable and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiariesSubsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim encumbrance or equity (collectively, “Liens”). No claim; none of the outstanding shares of capital stock of, or other equity interests of in, any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary Significant Subsidiary were issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws any securityholder of such significant subsidiaries Significant Subsidiary or under any agreement to which such significant subsidiaries other entity. The only Significant Subsidiaries of the Company and each of the Guarantors are a partythe Subsidiaries listed on Schedule B hereto.

Good Standing of Significant Subsidiaries. Each “significant subsidiary subsidiary” of the Company listed on Schedule C hereto (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation, limited partnership, limited liability company or other entity, as the case may be, and in good standing (or its equivalent), to the extent any such concept is exists in the applicable under local law, jurisdiction) under the laws of the state its respective jurisdiction of its jurisdiction of incorporation or other organization, as the case may be, with the has all requisite power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary Prospectus and, to the extent applicable, is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 qualify or register to be in good standing would not have not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise stated 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 of in each significant subsidiary Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) non‑assessable and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, “Liens”)equity. No None of the outstanding shares of capital stock of or other equity interests of in any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary Significant Subsidiary were issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws any securityholder of such significant Significant Subsidiary or any other entity. The only subsidiaries or under any agreement of the Company are the subsidiaries listed on Exhibit 21 to which such significant subsidiaries are a partythe Registration Statement.

Good Standing of Significant Subsidiaries. Each “significant subsidiary subsidiary” of the Company listed on Schedule C hereto (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation, limited partnership, limited liability company or other entity, as the case may be, and in good standing (or its equivalent), to the extent any such concept is exists in the applicable under local law, jurisdiction) under the laws of the state its respective jurisdiction of its jurisdiction of incorporation or other organization, as the case may be, with the has all requisite power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary Prospectus and, to the extent applicable, is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 qualify or register to be in good standing would not have not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise stated 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 of in each significant subsidiary Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) non‑assessable and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, “Liens”)equity. No None of the outstanding shares of capital stock of or other equity interests of in any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary Significant Subsidiary were issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws any securityholder of such significant Significant Subsidiary or any other entity. The only subsidiaries or under any agreement of the Company are the subsidiaries listed on Exhibit 21 to which such significant subsidiaries are a partythe Company’s Annual Report on Form 10-K filed on August 19, 2021.

Good Standing of Significant Subsidiaries. Each significant subsidiary has been duly organized and is validly existing as Xxxx’x Home Centers, LLC, a corporation, limited partnership, North Carolina limited liability company or other entity(a “Significant Subsidiary,” as such term is defined in Rule 1-02 under Regulation S-X), as the case may beis a limited liability company organized, validly existing and in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state State of its jurisdiction of incorporation or organization, as the case may be, North Carolina with the requisite power and authority under such laws to own, lease and operate its properties, properties and to conduct the business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package its business; and the Prospectus. Each significant subsidiary Significant Subsidiary is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, licensed to transact business and is in limited liability company good standing (or its equivalent), to the extent any such concept is applicable under local law, in each jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of businesslicensing necessary, except where to the extent that the failure to so qualify qualify, be licensed or register be in limited liability company good standing would not have a Material Adverse Effectmaterial adverse effect on the Company and its subsidiaries, considered as one enterprise. Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all All of the issued and outstanding capital stock or other equity interests membership interest units of each significant subsidiary the Significant Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) and are owned directly by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrancesecurity interest, charge, claim or equity (collectively, “Liens”). No shares of capital stock or other equity interests encumbrance of any significant subsidiary are reserved kind. Under the North Carolina Limited Liability Company Act, the Company has no obligation to make further payments for any purpose, and there are no outstanding securities convertible into its membership interest units or exchangeable for any capital stock or other equity interests contributions to the Significant Subsidiary solely by reason of the Company’s ownership of such significant subsidiaries membership interest units, except for its obligation to repay any funds wrongfully distributed to it. GBI Delaware, LLC, a Delaware limited liability company (a “Significant Subsidiary,” as such term is defined in Rule 1-02 under Regulation S-X), is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware with power and authority under such laws to own, lease and operate its properties and conduct its business; and the Significant Subsidiary is duly qualified or licensed to transact business and is in limited liability company good standing in each jurisdiction in which it owns or leases property of a nature, or transacts business of a type, that would make such qualification or licensing necessary, except to the extent that the failure to so qualify, be licensed or be in limited liability company good standing would not have a material adverse effect on the Company and its subsidiaries, considered as one enterprise. All of the membership interest units of the Significant Subsidiary have been validly issued and are owned directly by the Company, free and clear of any pledge, lien, security interest, charge, claim or encumbrance of any kind. Under the Delaware Limited Liability Company Act, the Company has no outstanding options, rights (preemptive obligation to make further payments for its membership interest units or otherwise) or warrants contributions to purchase or to subscribe for shares the Significant Subsidiary solely by reason of the Company’s ownership of such capital stock or any other securities of such entitiesmembership interest units, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of for its obligation to repay any significant subsidiary were issued in violation of preemptive or other similar rights arising by operation of law, under the charter or by-laws of such significant subsidiaries or under any agreement funds wrongfully distributed to which such significant subsidiaries are a partyit.

Good Standing of Significant Subsidiaries. Each "significant subsidiary subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has been duly organized and is validly existing as a corporation, limited partnership, corporation or a limited liability company or other entitycompany, as the case may be, in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state jurisdiction of its jurisdiction of incorporation or organizationincorporation, as the case may be, with the requisite has corporate power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus. Each significant subsidiary is duly qualified or registered as a foreign corporation, limited partnership corporation or a limited liability company or other entitycompany, as the case may be, to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 so to so qualify or register to be in good standing would not have result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each significant subsidiary have such Significant Subsidiary has been duly authorized and validly issued and issued, and, in the case of subsidiaries that are corporations, is fully paid and non-assessable, have been offered assessable and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) and are is owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity other than those granted to the Company's lenders pursuant to the terms of that certain Credit Agreement, dated July 2, 1998, among the Company, as Borrower, Chase Securities, Inc., Xxxxxxx Xxxxx Credit Partners L.P. and TD Securities (collectivelyUSA), “Liens”Inc., as Arrangers, Xxxxxxx Sachs Credit Partners L.P., as Syndication Agent, Toronto Dominion (Texas), Inc., as Documentation Agent and The Chase Manhattan Bank, as Administrative Agent. No None of the outstanding shares of capital stock or other equity interests of any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary were Significant Subsidiary was issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws any securityholder of such significant subsidiaries or under any agreement Significant Subsidiary. The only Significant Subsidiaries of the Company are the Significant Subsidiaries listed on Schedule C to which such significant subsidiaries are a partythis agreement.

Good Standing of Significant Subsidiaries. Each "significant subsidiary" of the Guarantor (as such term is defined in Rule 1-02 of Regulation S-X) and each subsidiary listed on Schedule C hereto (each a "Subsidiary" and, collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation, limited partnership, limited liability company or other entity, as the case may be, corporation in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state jurisdiction of its jurisdiction of incorporation or organizationincorporation, as the case may be, with the requisite and has corporate power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary Prospectus and is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, corporation to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 so to so qualify or register to be in good standing would not have result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each significant subsidiary have such Subsidiary has been duly authorized and validly issued and are issued, is fully paid and non-assessableassessable (subject to the provisions of Section 55 of Title 12 of the United States Code in the case of Significant Subsidiaries which are national banking associations or similar provisions applicable to other depository institution subsidiaries or the Guarantor under the laws of the respective jurisdictions in which they are organized) and, have been offered and sold in compliance with all applicable laws (including without limitationexcept for any director's qualifying shares, federal or state securities laws) and are is owned by the Company or the Operating PartnershipGuarantor, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, “Liens”). No equity; none of the outstanding shares of capital stock or other equity interests of any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary were Subsidiary was issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws any securityholder of such significant subsidiaries Subsidiary; and 100% of its capital stock, other than any director's qualifying shares, is owned by the Guarantor, directly or under through subsidiaries, free and clear of any agreement to which such significant subsidiaries are a partymortgage, pledge, lien, encumbrance, claim or equity.

Good Standing of Significant Subsidiaries. Each significant subsidiary Significant Subsidiary of the Company has been duly organized and is validly existing as a corporation, limited partnership, or general partnership or limited liability company or other entitycompany, as the case may be, in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state jurisdiction of its jurisdiction of incorporation or organization, as the case may be, with the requisite has power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, Statement or the General Disclosure Package Prospectus and the Prospectus. Each significant subsidiary is duly qualified or registered as a foreign corporation, limited or general partnership or limited liability company or other entitycompany, as the case may be, to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 so to so qualify or register to be in good standing would not have not, individually or in the aggregate, result in a Material Adverse Effect. Except ; except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock or other equity of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each significant such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued and issued, are fully paid and (except in the case of general partnership interests) non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) assessable and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, “Liens”). No Lien; and none of the issued and outstanding shares of capital stock or other equity of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any significant such subsidiary are reserved for any purposethat is a limited or general partnership, and there are no none of the issued and outstanding securities convertible into or exchangeable for any capital stock limited liability company interests, membership interests or other equity interests of such significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity similar interests of any significant such subsidiary were that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising of any securityholder of such subsidiary or any other person. Exhibit 21 to the Company’s most recent Annual Report on Form 10-K filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with the first sentence of clause (ii) of Section 21 of Item 601 of Regulation S-K of the Commission. The term “Significant Subsidiary” means any subsidiaries of the Company which are “significant subsidiaries” as defined by operation Rule 1-02 of lawRegulation S-X. As of the date of this Agreement, the Company has no Significant Subsidiaries other than the Significant Subsidiaries that are listed on Exhibit D hereto under the charter or by-laws caption “Significant Subsidiaries of such significant subsidiaries or under any agreement to which such significant subsidiaries are a partythe Company.”

Good Standing of Significant Subsidiaries. Each “significant subsidiary subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation, limited liability company, limited partnership, limited liability company trust company, statutory business trust or other entitybank, as the case may be, in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state jurisdiction of its jurisdiction of incorporation or organization, as the case may be, with the requisite has all necessary power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary Prospectus and is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, entity to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 so to so qualify or register to be in good standing would not have not, singly or in the aggregate, result in a Material Adverse Effect. The deposit accounts of each of the Company’s subsidiary depository institutions 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 has been instituted or is pending or, to the knowledge of the Company, is threatened or contemplated. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of each significant subsidiary Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) assessable and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, “Liens”)equity. No None of the outstanding shares of capital stock or other equity interests of any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary Significant Subsidiary were issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws any securityholder of such Significant Subsidiary or any other person. The only subsidiaries of the Company are (a) the Significant Subsidiaries listed on Schedule D hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiaries or under any agreement to which such significant subsidiaries are a party.subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Significant Subsidiaries. Each “significant subsidiary subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation, limited liability company, limited partnership, limited liability company trust company, statutory business trust or other entitybank, as the case may be, in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state jurisdiction of its jurisdiction of incorporation or organization, as the case may be, with the requisite has all necessary power and authority to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary Prospectus and, other than with respect to government licenses as set forth in Schedule F, is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, entity to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 so to so qualify or register to be in good standing would not have not, singly or in the aggregate, result in a Material Adverse Effect. The deposit accounts of each of the Company’s subsidiary depository institutions 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 has been instituted or is pending or, to the knowledge of the Company, is threatened or contemplated. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock or other equity interests of each significant subsidiary Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) assessable and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectivelyequity, “Liens”). No and none of the outstanding shares of capital stock or other equity interests of any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary Significant Subsidiary were issued in violation of the preemptive or other similar rights arising by operation of law, under the charter or by-laws any security holder of such Significant Subsidiary or any other person. The only subsidiaries of the Company are (a) the Significant Subsidiaries listed on Schedule D hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiaries or under any agreement to which such significant subsidiaries are a party.subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Significant 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”) (A) has been duly organized and is validly existing as a corporation, limited liability company, limited partnership, limited liability company trust company, statutory business trust or other entity, as the case may be, bank in good standing (or its equivalent), to the extent any such concept is applicable under local law, under the laws of the state of its respective jurisdiction of incorporation or organizationorganization (or, as in the case may beof First Financial Bank, with National Association, is duly chartered and validly existing as a national banking association), (B) has the requisite power and authority (corporate and otherwise) to own, lease and operate its properties, properties and to conduct the its business in which it is engaged or proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus. Each significant subsidiary Final Prospectus and (C) is duly qualified or registered as a foreign corporation, limited partnership or limited liability company or other entity, as the case may be, organization to transact business and is in good standing (or its equivalent), to the extent any such concept is applicable under local law, in each 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 in the case of clauses (B) or (C) where the failure to so qualify or register to be in good standing would not have not, singly or in the aggregate, result in a Material Adverse Effect. Except as otherwise stated disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock or other equity interests of each significant subsidiary such Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and, except as provided in 12 U.S.C. Section 55, non-assessable. All of the issued and outstanding shares of capital stock or other equity interests of each such Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, have been offered and sold in compliance with all applicable laws (including without limitation, federal or state securities laws) assessable and are owned by the Company or the Operating PartnershipCompany, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (collectively, “Liens”). No of equity; none of the outstanding shares of capital stock or other equity interests interest of any significant subsidiary 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 significant subsidiaries and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for shares of such capital stock or any other securities of such entities, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. No such shares of capital stock or other equity interests of any significant subsidiary were Subsidiary was issued in violation of the preemptive or other similar rights arising by operation of law, under the charter any securityholder or by-laws equity holder of such significant subsidiaries or under any agreement to which such significant subsidiaries Subsidiary. The only Subsidiaries of the Company are a partythe Subsidiaries listed on Schedule D hereto.