Common use of Good Standing of the Operating Partnership Clause in Contracts

Good Standing of the Operating Partnership. The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and has partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business as described in the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus and to enter into and perform its obligations under this Agreement; and the Operating Partnership is duly qualified as a foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. The Company is the sole member of the sole general partner of the Operating Partnership. The aggregate percentage interests of the Company and the limited partners in the Operating Partnership is set forth in the Registration Statement and the Prospectus. The Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of April 20, 2011, as amended by the First Amendment thereto, dated as of November 2, 2011, is in full force and effect.

Good Standing of the Operating Partnership. The Operating Partnership has been duly formed organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and has partnership the requisite power and authority to own or leaseown, as the case may be, lease and to operate its properties and to conduct its the business in which it is engaged as described in the Registration Statement, Operating Partnership Agreement (as defined below) and the Prospectus and any Issuer Free Writing Prospectus and to enter into and perform its obligations under this Agreement; and the . The Operating Partnership is duly qualified or registered as a foreign partnership to transact business and 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 a Material Adverse Effect. The Company is the sole member of the sole general partner of the Operating Partnership. The aggregate Partnership and holds such number and/or percentage interests of Units and Preferred Units as disclosed in the Prospectus as of the Company and the limited partners in the Operating Partnership is dates set forth in the Registration Statement and the Prospectustherein. The Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of April 2029, 20111998, as amended by the First Amendment thereto, dated as of November 2March 6, 20112002 (the "Operating Partnership Agreement"), is in full force and effect.

Good Standing of the Operating Partnership. The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and Delaware, has all limited partnership power and limited partnership authority to own or leaseown, as the case may be, lease and to operate its properties and to properties, conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and any Issuer Free Writing Prospectus and to enter into and perform its obligations under this Agreement; , the DTC Agreement, the Indenture and the Operating Partnership Securities, and is duly qualified as a foreign limited partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, singly or in the aggregate, result in a Material Adverse Effect. The Company is the sole member of the sole general partner of the Operating Partnership. The aggregate percentage interests of the Company and the limited partners in the Operating Partnership is set forth in the Registration Statement and the Prospectus. The Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of April 20, 2011, as amended and in effect on the date hereof (the “Operating Partnership Agreement”), filed or incorporated by reference as an exhibit to the First Amendment thereto, dated as of November 2, 2011Registration Statement, is in full force and effect.

Good Standing of the Operating Partnership. The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and has partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business as described in the Registration Statement, General Disclosure Package and the Prospectus and any Issuer Free Writing Prospectus and to enter into and perform its obligations under this Agreement; and the Operating Partnership is duly qualified as a foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. The Company is the sole member of the sole general partner of the Operating Partnership. The aggregate percentage interests of the Company and the limited partners in the Operating Partnership is are set forth in the Registration Statement General Disclosure Package and the Prospectus. The As of the date hereof, the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of April 20, 2011, as amended by the First Amendment thereto, dated as of November 2, 2011, is in full force and effect.

Good Standing of the Operating Partnership. The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and has partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business as described in the Registration Statement, General Disclosure Package and the Prospectus and any Issuer Free Writing Prospectus and to enter into and perform its obligations under this Agreement; and the Operating Partnership is duly qualified as a foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. The Company is the sole member of the sole general partner of the Operating Partnership. The aggregate percentage interests of the Company and the limited partners in the Operating Partnership is are set forth in the Registration Statement General Disclosure Package and the Prospectus. The Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of April 20, 2011, as amended by the First Amendment thereto, dated as of November 2, 2011, is in full force and effect.