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

Organization and Good Standing of the Company and the Subsidiaries. The Company has been duly organized and is validly existing as a real estate investment trust under the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of the State of Maryland and has the trust power and authority to own or lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The entities set forth on Schedule D hereto are the only subsidiaries (as defined in Rule 1-02(x) of Regulation S-X of the Securities Act) of the Company (each, including the Operating Partnership, except where noted, a “Subsidiary” and, collectively, the “Subsidiaries”). Each Subsidiary other than the Operating Partnership (i) that is a corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own or lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, (ii) that is a limited liability company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its organization and has the limited liability company power and authority to own or lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and (iii) that is a limited partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has the partnership power and authority to own or lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, except for where the failure to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has limited partnership power and authority to own or lease and operate its properties, to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. Each of the Company and the Subsidiaries is duly qualified as a foreign trust, corporation, limited partnership or limited liability company, as the case may be, 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 for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of each Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and nonassessable and, except as described in the General Disclosure Package and the Prospectus, is owned by the Company, directly or through other Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance, and all of the issued and outstanding membership interests of each Subsidiary that is a limited liability company, and all of the partnership interests of each Subsidiary that is a limited partnership, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. All of the issued and outstanding units of partnership interest of the Operating Partnership (“Units”) have been duly authorized and validly issued and are fully paid and, upon completion of the offering of the Firm Shares, the Company will be the sole general partner of the Operating Partnership and, except as a result of issuances of limited partner Units in connection with acquisitions of properties described in the Prospectus under the caption “Summary — Recent Developments — Acquisition Activity”, will own Units representing an approximately 98.1% interest in the Operating Partnership, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries and the Joint Ventures. All of the equity interests in the Joint Ventures in which the Company holds a beneficial interest, directly or through Subsidiaries or a Joint Venture, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries or a Joint Venture, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance.

Organization and Good Standing of the Company and the Subsidiaries. The Company has been duly organized and is validly existing as a real estate investment trust under the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of the State of Maryland and has the trust power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The entities set forth on Schedule D 4 hereto are the only subsidiaries (as defined in Rule 1-02(x) of Regulation S-X of the Securities Act) of the Company (each, including the Operating Partnership, except where noted, a “Subsidiary” and, collectively, the “Subsidiaries”). Each Subsidiary other than the Operating Partnership (i) that is a corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, (ii) that is a limited liability company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its organization and has the limited liability company power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and (iii) that is a limited partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has the partnership power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, except for where the failure to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has limited partnership power and authority to own or own, lease and operate its properties, to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. Each of the Company and the Subsidiaries is duly qualified as a foreign trust, trust corporation, limited partnership or limited liability company, as the case may be, 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 for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse ChangeChange (as defined below). All of the issued and outstanding capital stock of each Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and nonassessable and, except as described in the General Disclosure Package and the Prospectus, is owned by the Company, directly or through other Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance, and all of the issued and outstanding membership interests of each Subsidiary that is a limited liability company, and all of the partnership interests of each Subsidiary that is a limited partnership, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. All of the issued and outstanding units of partnership interest of the Operating Partnership (“Units”) have been duly authorized and validly issued and are fully paid and, upon completion paid. As of the offering date of the Firm Sharesthis Agreement, the Company will be is the sole general partner of the Operating Partnership and, except as a result of issuances of limited partner Units in connection with acquisitions of properties described in the Prospectus under the caption “Summary — Recent Developments — Acquisition Activity”, will own and owns Units representing an approximately 98.1% interest in the Operating Partnership, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries and the Joint Ventures. All of the equity interests in the Joint Ventures in which the Company holds a beneficial interest, directly or through Subsidiaries or a Joint Venture, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries or a Joint Venture, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbranceSubsidiaries.

Organization and Good Standing of the Company and the Subsidiaries. The Company has been duly organized and is validly existing as a real estate investment trust under the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of the State of Maryland and has the trust power and authority to own or lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The entities set forth on Schedule D hereto are the only subsidiaries (as defined in Rule 1-02(x) of Regulation S-X of the Securities Act) of the Company (each, including the Operating Partnership, except where noted, a “Subsidiary” and, collectively, the “Subsidiaries”). Each Subsidiary other than the Operating Partnership (i) that is a corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own or lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, (ii) that is a limited liability company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its organization and has the limited liability company power and authority to own or lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and (iii) that is a limited partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has the partnership power and authority to own or lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, except for where the failure to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has limited partnership power and authority to own or lease and operate its properties, to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. Each of the Company and the Subsidiaries is duly qualified as a foreign trust, trust corporation, limited partnership or limited liability company, as the case may be, 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 for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of each Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and nonassessable and, except as described in the General Disclosure Package and the Prospectus, is owned by the Company, directly or through other Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance, and all of the issued and outstanding membership interests of each Subsidiary that is a limited liability company, and all of the partnership interests of each Subsidiary that is a limited partnership, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. All of the issued and outstanding units of partnership interest of the Operating Partnership (“Units”) have been duly authorized and validly issued and are fully paid and, and upon completion of the offering of the Firm Shares, the Company will be the sole general partner of the Operating Partnership and, except as a result of issuances of limited partner Units in connection with acquisitions of properties described in the Prospectus under the caption “Summary — Recent Developments — Acquisition Activity”, and will own Units representing an approximately 98.197.2% interest in the Operating Partnership, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries and the Joint Ventures. All of the equity interests in the Joint Ventures in which the Company holds a beneficial interest, directly or through Subsidiaries or a Joint Venture, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries or a Joint Venture, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbranceSubsidiaries.

Organization and Good Standing of the Company and the Subsidiaries. The Company has been duly organized and is validly existing as a real estate investment trust under the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of the State of Maryland and has the trust power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The entities set forth on Schedule D 4 hereto are the only subsidiaries (as defined in Rule 1-02(x) of Regulation S-X of the Securities Act) of the Company (each, including the Operating Partnership, except where noted, a “Subsidiary” and, collectively, the “Subsidiaries”). Each Subsidiary other than the Operating Partnership (i) that is a corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, (ii) that is a limited liability company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its organization and has the limited liability company power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and (iii) that is a limited partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has the partnership power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, except for where the failure to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has limited partnership power and authority to own or own, lease and operate its properties, to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. Each of the Company and the Subsidiaries is duly qualified as a foreign trust, trust corporation, limited partnership or limited liability company, as the case may be, 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 for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse ChangeChange (as defined below). All of the issued and outstanding capital stock of each Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and nonassessable and, except as described in the General Disclosure Package and the Prospectus, is owned by the Company, directly or through other Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance, and all of the issued and outstanding membership interests of each Subsidiary that is a limited liability company, and all of the partnership interests of each Subsidiary that is a limited partnership, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. All of the issued and outstanding units of partnership interest of the Operating Partnership (“Units”) have been duly authorized and validly issued and are fully paid and, upon completion paid. As of the offering date of the Firm Sharesthis Agreement, the Company will be is the sole general partner of the Operating Partnership and, except as a result of issuances of limited partner Units in connection with acquisitions of properties described in the Prospectus under the caption “Summary — Recent Developments — Acquisition Activity”, will own and owns Units representing an approximately 98.197.3% interest in the Operating Partnership, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries and the Joint Ventures. All of the equity interests in the Joint Ventures in which the Company holds a beneficial interest, directly or through Subsidiaries or a Joint Venture, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries or a Joint Venture, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbranceSubsidiaries.

Organization and Good Standing of the Company and the Subsidiaries. The Company has been duly organized and is validly existing as a real estate investment trust under the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of the State of Maryland and has the trust power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The entities set forth on Schedule D hereto are the only subsidiaries (as defined in Rule 1-02(x) of Regulation S-X of the Securities Act) of the Company (each, including the Operating Partnership, except where noted, a “Subsidiary” and, collectively, the “Subsidiaries”). Each Subsidiary other than the Operating Partnership (i) that is a corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, (ii) that is a limited liability company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its organization and has the limited liability company power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and (iii) that is a limited partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has the partnership power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, except for where the failure to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has limited partnership power and authority to own or own, lease and operate its properties, to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. Each of the Company and the Subsidiaries is duly qualified as a foreign trust, trust corporation, limited partnership or limited liability company, as the case may be, 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 for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of each Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and nonassessable and, except as described in the General Disclosure Package and the Prospectus, is owned by the Company, directly or through other Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance, and all of the issued and outstanding membership interests of each Subsidiary that is a limited liability company, and all of the partnership interests of each Subsidiary that is a limited partnership, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. All of the issued and outstanding units of partnership interest of the Operating Partnership (“Units”) have been duly authorized and validly issued and are fully paid and, and upon completion of the offering of the Firm Shares, the Company will be the sole general partner of the Operating Partnership and, except as a result of issuances of limited partner Units in connection with acquisitions of properties described in the Prospectus under the caption “Summary — Recent Developments — Acquisition Activity”, and will own Units representing an approximately 98.195.79% interest in the Operating Partnership, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries and the Joint Ventures. All of the equity interests in the Joint Ventures in which the Company holds a beneficial interest, directly or through Subsidiaries or a Joint Venture, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries or a Joint Venture, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbranceSubsidiaries.

Organization and Good Standing of the Company and the Subsidiaries. The Company has been duly organized and is validly existing as a real estate investment trust under the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of the State of Maryland and has the trust power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The entities set forth on Schedule D 4 hereto are the only subsidiaries (as defined in Rule 1-02(x) of Regulation S-X of the Securities Act) of the Company (each, including the Operating Partnership, except where noted, a “Subsidiary” and, collectively, the “Subsidiaries”). Each Subsidiary other than the Operating Partnership (i) that is a corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, (ii) that is a limited liability company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its organization and has the limited liability company power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and (iii) that is a limited partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has the partnership power and authority to own or own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, except for where the failure to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has limited partnership power and authority to own or own, lease and operate its properties, to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. Each of the Company and the Subsidiaries is duly qualified as a foreign trust, trust corporation, limited partnership or limited liability company, as the case may be, 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 for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse ChangeChange (as defined below). All of the issued and outstanding capital stock of each Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and nonassessable and, except as described in the General Disclosure Package and the Prospectus, is owned by the Company, directly or through other Subsidiariessubsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance, and all of the issued and outstanding membership interests of each Subsidiary that is a limited liability company, and all of the partnership interests of each Subsidiary that is a limited partnership, have been duly authorized and validly issued and are fully paid the capital contributions with respect thereto have been made in full and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. All of the issued and outstanding units of partnership interest Common Units and Preferred Units have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full. All of the Operating Partnership (“Units”) issued and outstanding Preferred Units have been duly authorized and validly issued and are fully paid and, upon completion paid. As of the offering date of the Firm Sharesthis Agreement, the Company will be is the sole general partner of the Operating Partnership and, except as a result of issuances of limited partner Units in connection with acquisitions of properties described in the Prospectus under the caption “Summary — Recent Developments — Acquisition Activity”, will own Units representing and owns an approximately 98.195.5% interest in the Operating Partnership, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries and the Joint Ventures. All of the equity interests in the Joint Ventures in which the Company holds a beneficial interest, directly or through Subsidiaries or a Joint Venture, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries or a Joint Venture, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbranceSubsidiaries.

Organization and Good Standing of the Company and the Subsidiaries. The Company has been duly organized and is validly existing as a real estate investment trust under the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of the State of Maryland and has the trust power and authority to own or lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The entities set forth on Schedule D hereto are the only subsidiaries (as defined in Rule 1-02(x) of Regulation S-X of the Securities Act) of the Company (each, including the Operating Partnership, except where noted, a “Subsidiary” and, collectively, the “Subsidiaries”). Each Subsidiary other than the Operating Partnership (i) that is a corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own or lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, (ii) that is a limited liability company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its organization and has the limited liability company power and authority to own or lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and (iii) that is a limited partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has the partnership power and authority to own or lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus, except for where the failure to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the jurisdiction of its organization and has limited partnership power and authority to own or lease and operate its properties, to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. Each of the Company and the Subsidiaries is duly qualified as a foreign trust, corporation, limited partnership or limited liability company, as the case may be, 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 for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of each Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and nonassessable and, except as described in the General Disclosure Package and the Prospectus, is owned by the Company, directly or through other Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance, and all of the issued and outstanding membership interests of each Subsidiary that is a limited liability company, and all of the partnership interests of each Subsidiary that is a limited partnership, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. All of the issued and outstanding units of partnership interest of the Operating Partnership (“Units”) have been duly authorized and validly issued and are fully paid and, and upon completion of the offering of the Firm Shares, the Company will be the sole general partner of the Operating Partnership and, except as a result of issuances of limited partner Units in connection with acquisitions of properties described in the Prospectus under the caption “Summary — Recent Developments — Acquisition Activity”, and will own Units representing an approximately 98.197.7% interest in the Operating Partnership, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries and the joint ventures and subsidiaries of joint ventures described on Schedule D to this Agreement under the caption “Joint Ventures” (the “Joint Ventures”). All of the equity interests in the Joint Ventures in which the Company holds a beneficial interest, directly or through Subsidiaries or a Joint Venture, have been duly authorized and validly issued and are fully paid and, except as described in the General Disclosure Package and the Prospectus, are owned by the Company, directly or through Subsidiaries or a Joint Venture, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance.