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

Organization and Good Standing of Subsidiaries. Each of the “significant subsidiaries” of Holdings (each “significant subsidiary” (other than the Company) being a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in each of the Registration Statement, the Time of Sale Information and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding capital stock of the Company has been, and, except as otherwise disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary other than the Company has been, duly authorized and validly issued, is fully paid and non-assessable and is owned by Holdings, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity); none of the outstanding shares of capital stock of the Company or any Subsidiary was issued in violation of any preemptive or similar rights of any securityholder of the Company or such Subsidiary.

Organization and Good Standing of Subsidiaries. Each of the “significant subsidiaries” of Holdings (each “significant subsidiary” of the Operating Partnership (other than the Companyas such term is defined in Rule 1-02 of Regulation S-X) being (each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in each of the Registration Statement, the Prospectus and the Time of Sale Information and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each 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 could not be reasonably expected to result in a Material Adverse Effect; all of the issued and outstanding capital stock of the Company has been, and, except as otherwise disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus, all of the issued and outstanding capital stock stock, limited liability company interest or partnership interest, as the case may be, of each such Significant Subsidiary other than the Company has been, been duly authorized and validly issued, is fully paid and non-assessable and is owned by Holdingsthe Operating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity); none no outstanding capital stock, limited liability company interest or partnership interest of the outstanding shares of capital stock of the Company or any Significant Subsidiary was issued in violation of any the preemptive or similar rights of any securityholder security holder of such Significant Subsidiary. Each subsidiary of the Company or such SubsidiaryOperating Partnership, which is a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X, is disclosed in the Registration Statement.

Organization and Good Standing of Subsidiaries. Each subsidiary of the “significant subsidiaries” of Holdings (each “significant subsidiary” (other than the Company) being a “Subsidiary” and, collectively, the “Subsidiaries”) Company has been duly organized incorporated or formed, as the case may be, and is validly an existing corporation or limited liability company, as a corporation the case may be, in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, has corporate as the case may, with power and authority (corporate and other) to own, lease and operate own its properties and to conduct its business as described in each of the Registration Statement, the Time of Sale Information and Offering Memorandum; and each subsidiary of the Prospectus and Company is duly qualified to do business as a foreign corporation to transact business and is or limited liability company or other entity, as the case may be, in good standing in each jurisdiction all other jurisdictions in which such qualification is required, whether by reason of the its ownership or leasing lease of property or the conduct of businessits business requires such qualification, except where the failure so to qualify or to be so qualified, in good standing or have such power or authority would not result in have a Material Adverse Effect; all of the issued and outstanding capital stock or other equity interests of each subsidiary of the Company has been, been duly authorized and validly issued and is fully paid and nonassessable; and, except other than as otherwise disclosed described in each of the Registration Statement, the Time of Sale Information and Offering Memorandum or pursuant to the Prospectus, all Second Amended and Restated Credit Agreement of the issued and outstanding Company effective September 21, 2010, as amended (the “Credit Agreement”), the capital stock or other equity interests of each Subsidiary other than the Company has been, duly authorized and validly issued, is fully paid and non-assessable and is subsidiary owned by Holdingsthe Company, directly or through subsidiaries, is owned free from liens, encumbrances and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity); none of the outstanding shares of capital stock of the Company or any Subsidiary was issued in violation of any preemptive or similar rights of any securityholder of the Company or such Subsidiarydefects.