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 (A) entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and (B) additional 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 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 of the Operating Partnership (“Units”) (other than the Series A Units (as defined below) to be issued to the Company in connection with the Company’s sale of the Shares) have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full. Upon completion of the offering of the Firm Shares, the Company will be the sole general partner of the Operating Partnership, and will own Units representing an approximately 94.5% interest in the Operating Partnership, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Units designated as Series A Preferred Units (“Series A Units”) to be issued to the Company in connection with the Company’s sale of the Shares have been duly authorized and, upon the Company’s contribution of the net proceeds from the sale of the Shares, will be validly issued and the capital contributions with respect thereto will have been made in full in accordance with the Amended and Restated Agreement of Limited Partnership, as amended (including Amendment No. 18 thereto) (the “Partnership Agreement”). 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 Each 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 Company and the Prospectus and to enter into and perform its obligations under this Agreement. The (A) entities subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and (B) additional 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 Registration Statement (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 Prospectus and, in the case of the Company, to enter into and the Prospectusperform its obligations under this Agreement, (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 ProspectusProspectus , except for where that the failure Company has submitted to be the State Corporation Commission of the Commonwealth of Virginia the necessary documents and fees to cause the reinstatement of Tech Court LLC, a Virginia limited liability company, which is the entity that owns the properties at 4000 Xxxxxxxxxx Xxxxx and which is not currently in good standing would not, individually or in the aggregate, result in a Material Adverse ChangeVirginia. 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 the capital contributions with respect thereto have been made in full 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”) (other than the Series A Units (as defined below) to be issued to the Company in connection with the Company’s sale of the Shares) have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full. Upon 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, Partnership and will own Units representing an approximately 94.581% interest in the Operating Partnership, free and clear of any security interest, mortgagemortga ge, pledge, lien, claim, restriction or encumbrance. The Units designated as Series A Preferred Units (“Series A Units”) to be issued to the Company in connection with the Company’s sale of the Shares have been duly authorized and, upon the Company’s contribution of the net proceeds from the sale of the Shares, will be validly issued and the capital contributions with respect thereto will have been made in full in accordance with the Amended and Restated Agreement of Limited Partnership, as amended (including Amendment No. 18 thereto) (the “Partnership Agreement”). 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 (A) entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and (B) additional entities set forth on Schedule D B 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 the capital contributions with respect thereto have been made in full 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”) (other than the Series A Units (as defined below) to be issued to the Company in connection with the Company’s sale of the Shares) have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full. Upon 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, Partnership and will own Units representing an approximately 94.593.7% interest in the Operating Partnership, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Units designated as Series A Preferred Units (“Series A Units”) to be issued to the Company in connection with the Company’s sale of the Shares have been duly authorized and, upon the Company’s contribution of the net proceeds from the sale of the Shares, will be validly issued and the capital contributions with respect thereto will have been made in full in accordance with the Amended and Restated Agreement of Limited Partnership, as amended (including Amendment No. 18 thereto) (the “Partnership Agreement”). 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 Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The (A) entities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 2012 and (B) additional 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 “significant subsidiary” of the Company (as such term is defined in Rule 1-02(w) of Regulation S-X) other than the Operating Partnership (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) (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 Registration Statement, 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 Registration Statement, 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 Registration Statement, 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 Registration Statement, 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 Operating Partnership and each Significant Subsidiary 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 Significant Subsidiary that is a corporation has been duly authorized and validly issued, is fully paid and nonassessable and, except as described in the Registration Statement, 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 Significant Subsidiary that is a limited liability company, and all of the partnership interests of each Significant Subsidiary that is a limited partnership, have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full and, except as described in the Registration Statement, 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”) (other than the Series A Units (as defined below) to be issued to the Company in connection with the Company’s sale of the Shares) have been duly authorized and validly issued and the capital contributions with respect thereto have been made in fullfull in accordance with the Amended and Restated Agreement of Limited Partnership, as amended, of the Operating Partnership (the “Partnership Agreement”). Upon completion of the offering of the Firm Shares, the Company will be the sole general partner of the Operating Partnership, and will own Units representing an approximately 94.595.7% interest in the Operating Partnership, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Units designated as Series A Preferred Units (“Series A Units”) to be issued to the Company in connection with the Company’s sale of the Shares have been duly authorized and, upon the Company’s contribution of the net proceeds from the sale of the Shares, will be validly issued and the capital contributions with respect thereto will have been made in full in accordance with the Amended and Restated Agreement of Limited Partnership, as amended (including Amendment No. 18 thereto) (the “Partnership Agreement”). 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 (A) entities Each of the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and (B) additional 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 Registration Statement (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 the capital contributions with respect thereto have been made in full 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”) (other than the Series A Units (as defined below) to be issued to the Company in connection with the Company’s sale of the Shares) have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full. Upon 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, Partnership and will own Units representing an approximately 94.590.6% interest in the Operating Partnership, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Units designated as Series A Preferred Units (“Series A Units”) to be issued to the Company in connection with the Company’s sale of the Shares have been duly authorized and, upon the Company’s contribution of the net proceeds from the sale of the Shares, will be validly issued and the capital contributions with respect thereto will have been made in full in accordance with the Amended and Restated Agreement of Limited Partnership, as amended (including Amendment No. 18 thereto) (the “Partnership Agreement”). 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 (A) entities Each of the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and (B) additional 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 Registration Statement (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 the capital contributions with respect thereto have been made in full 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”) (other than the Series A Units (as defined below) to be issued to the Company in connection with the Company’s sale of the Shares) have been duly authorized and validly issued and the capital contributions with respect thereto have been made in full. Upon 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, Partnership and will own Units representing an approximately 94.590.0% interest in the Operating Partnership, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Units designated as Series A Preferred Units (“Series A Units”) to be issued to the Company in connection with the Company’s sale of the Shares have been duly authorized and, upon the Company’s contribution of the net proceeds from the sale of the Shares, will be validly issued and the capital contributions with respect thereto will have been made in full in accordance with the Amended and Restated Agreement of Limited Partnership, as amended (including Amendment No. 18 thereto) (the “Partnership Agreement”). 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.