Common use of Authority; No Violations; Consents and Approval Clause in Contracts

Authority; No Violations; Consents and Approval. (a) The Parent Board has, by unanimous vote approved the REIT Merger and the Partnership Merger. Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the Contemplated Transactions to which it is a party, subject, solely with respect to the consummation of the REIT Merger, to the acceptance for record of the Maryland Articles of Merger by the SDAT. American Campus Communities Holdings LLC, on behalf of the Parent Operating Partnership, has all requisite power and authority to enter into this Agreement and the Parent Operating Partnership has all requisite partnership power and authority to consummate the Partnership Merger. Each of REIT Merger Sub and Partnership Merger Sub has all requisite power and authority to enter into this Agreement and all requisite power and authority to consummate the Merger to which it is a party. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, trust or other organizational action on the part of the Company, American Campus Communities Holdings LLC, on behalf of the Parent Operating Partnership, REIT Merger Sub and Partnership Merger Sub. This Agreement has been duly executed and delivered by the Company, American Campus Communities Holdings LLC, on behalf of the Parent Operating Partnership, REIT Merger Sub and Partnership Merger Sub, and assuming due execution and delivery by each of the Company, the Company Operating Partnership and the Delaware Company, constitutes the legal, valid and binding obligation of each of the Parent Parties, enforceable against each of the Parent Parties in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations; Consents and Approval. (a) The Parent Company Board has, by unanimous vote vote, approved and declared advisable the REIT Merger and the Partnership MergerContemplated Transactions and has directed that the REIT Merger be submitted for consideration at the Company Shareholder Meeting. Parent The Company has all requisite corporate trust power and authority to enter into this Agreement and to consummate the Contemplated Transactions to which it is a party, subject, solely with respect to the consummation of the REIT Merger, to receipt of the Company Shareholder Approval (as hereinafter defined) and the acceptance for record of the Maryland Articles of Merger by the SDAT. American Campus Communities Holdings LLCThe General Partner, on behalf of the Parent Company Operating Partnership, has all requisite trust power and authority to enter into this Agreement and the Parent Company Operating Partnership has all requisite partnership power and authority to consummate the Partnership MergerContemplated Transactions to which it is a party. Each of REIT Merger Sub and Partnership Merger Sub The Delaware Company has all requisite corporate power and authority to enter into this Agreement and all requisite power and authority to consummate the Merger Mergers to which it is a party. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Contemplated Transactions have been duly authorized by all necessary corporate, trust or other organizational action on the part of the Company, American Campus Communities Holdings LLCCompany and the General Partner, on behalf of the Parent Company Operating Partnership, and the Company’s other Subsidiaries (including the Delaware Company), subject, solely with respect to the consummation of the REIT Merger Sub and Partnership Merger SubMerger, to receipt of the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company, American Campus Communities Holdings LLCthe General Partner, on behalf of the Company Operating Partnership, and the Delaware Company, and subject, solely with respect to the consummation of the REIT Merger, to receipt of the Company Shareholder Approval and assuming due execution and delivery by each of Parent, the Parent Operating Partnership, REIT Merger Sub and Partnership Merger Sub, constitutes the legal, valid and assuming due execution and delivery by each binding obligation of the Company, the Company Operating Partnership and the Delaware Company, constitutes the legal, valid and binding obligation of each of the Parent Parties, enforceable against each of the Parent Parties Company, the Company Operating Partnership and the Delaware Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations; Consents and Approval. (a) The Parent Board has, by unanimous vote approved the REIT Merger Company and the Partnership Merger. Parent Company L.P. each has all requisite corporate or partnership power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate the Contemplated Transactions to which it is a partytransactions contemplated hereby and thereby, subject, solely subject (i) with respect to the consummation of the REIT Merger, to receipt of the affirmative vote of the holders of at least 662/3% of the voting power of the outstanding shares of Company Common Stock entitled to vote on the REIT Merger (the "Required Company Vote") and the acceptance for record recording of the Maryland Articles of Merger by the SDAT. American Campus Communities Holdings LLC, on behalf State of Maryland Department of Assessments and Taxation and (ii) with respect to the consummation of the Parent Operating PartnershipOP Merger, to receipt of the affirmative vote or consent of the holders of a majority of the voting power of the Company L.P. Units entitled to vote on the OP Merger (the "OP Merger Approval") and the acceptance for filing of the OP Merger Certificate by the Secretary of State of the State of Delaware. Each Company Subsidiary that is a party to any Transaction Document has all requisite power and authority to enter into this Agreement such Transaction Document and the Parent Operating Partnership has all requisite partnership power and authority to consummate the Partnership Merger. Each of REIT Merger Sub and Partnership Merger Sub has all requisite power and authority to enter into this Agreement and all requisite power and authority to consummate the Merger to which it is a partytransactions contemplated thereby. The execution and delivery of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate, trust or other organizational action on the part of the CompanyCompany and each applicable Company Subsidiary, American Campus Communities Holdings LLC, on behalf subject (i) with respect to the consummation of the Parent Operating PartnershipREIT Merger, REIT to receipt of the Required Company Vote and (ii) with respect to the consummation of the OP Merger, to receipt of the OP Merger Sub and Partnership Merger SubApproval. This Agreement has The Transaction Documents have been duly executed and delivered by the Company, American Campus Communities Holdings LLC, on behalf of the Parent Operating Partnership, REIT Merger Sub Company and Partnership Merger Sub, each applicable Company Subsidiary and assuming due execution and delivery by each of the Company, the Company Operating Partnership and the Delaware Company, constitutes the constitute legal, valid and binding obligation of each obligations of the Company and each applicable Company Subsidiary, and assuming they are binding obligations of Parent, Parent PartiesL.P., enforceable against each of the Parent Parties Merger Sub and L.P. Merger Sub in accordance with its their terms, are enforceable against the Company and each Company Subsidiary in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw).

Authority; No Violations; Consents and Approval. (a) The Parent Board has, by unanimous vote approved the REIT Merger Company and the Partnership Merger. Parent Company L.P. each has all requisite corporate or partnership power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate the Contemplated Transactions to which it is a partytransactions contemplated hereby and thereby, subject, solely subject (i) with respect to the consummation of the REIT Merger, to receipt of the affirmative vote of the holders of at least 66-2/3% of the voting power of the outstanding shares of Company Common Stock entitled to vote on the REIT Merger (the "REQUIRED COMPANY VOTE") and the acceptance for record recording of the Maryland Articles of Merger by the SDAT. American Campus Communities Holdings LLC, on behalf State of Maryland Department of Assessments and Taxation and (ii) with respect to the consummation of the Parent Operating PartnershipOP Merger, to receipt of the affirmative vote or consent of the holders of a majority of the voting power of the Company L.P. Units entitled to vote on the OP Merger (the "OP MERGER APPROVAL") and the acceptance for filing of the OP Merger Certificate by the Secretary of State of the State of Delaware. Each Company Subsidiary that is a party to any Transaction Document has all requisite power and authority to enter into this Agreement such Transaction Document and the Parent Operating Partnership has all requisite partnership power and authority to consummate the Partnership Merger. Each of REIT Merger Sub and Partnership Merger Sub has all requisite power and authority to enter into this Agreement and all requisite power and authority to consummate the Merger to which it is a partytransactions contemplated thereby. The execution and delivery of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate, trust or other organizational action on the part of the CompanyCompany and each applicable Company Subsidiary, American Campus Communities Holdings LLC, on behalf subject (i) with respect to the consummation of the Parent Operating PartnershipREIT Merger, REIT to receipt of the Required Company Vote and (ii) with respect to the consummation of the OP Merger, to receipt of the OP Merger Sub and Partnership Merger SubApproval. This Agreement has The Transaction Documents have been duly executed and delivered by the Company, American Campus Communities Holdings LLC, on behalf of the Parent Operating Partnership, REIT Merger Sub Company and Partnership Merger Sub, each applicable Company Subsidiary and assuming due execution and delivery by each of the Company, the Company Operating Partnership and the Delaware Company, constitutes the constitute legal, valid and binding obligation of each obligations of the Company and each applicable Company Subsidiary, and assuming they are binding obligations of Parent, Parent PartiesL.P., enforceable against each of the Parent Parties Merger Sub and L.P. Merger Sub in accordance with its their terms, are enforceable against the Company and each Company Subsidiary in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw).

Authority; No Violations; Consents and Approval. (a) The Parent Board has, by unanimous vote approved the REIT Merger Company and the Partnership Merger. Parent Company L.P. each has all requisite corporate real estate investment trust or partnership power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate the Contemplated Transactions to which it is a partytransactions contemplated hereby and thereby, subject, solely with respect to the consummation of the REIT MergerMerger and the Prudential Asset Sale, to receipt of the affirmative vote of the holders of at least a majority of all votes entitled to be cast on the REIT Merger and the Prudential Asset Sale (the “Required Company Vote”) and the acceptance for record of the Maryland Articles of Merger by the SDAT. American Campus Communities Holdings LLCState Department of Assessments and Taxation of Maryland, on behalf and the acceptance for filing of the Parent Operating Partnership, OP Merger Certificate by the Secretary of State of the State of Delaware. Each Company Subsidiary that is a party to any Transaction Document has all requisite power and authority to enter into this Agreement such Transaction Document and the Parent Operating Partnership has all requisite partnership power and authority to consummate the Partnership Merger. Each of REIT Merger Sub and Partnership Merger Sub has all requisite power and authority to enter into this Agreement and all requisite power and authority to consummate the Merger to which it is a partytransactions contemplated thereby. The execution and delivery of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate, trust or other organizational action on the part of the CompanyCompany and each applicable Company Subsidiary, American Campus Communities Holdings LLCsubject, on behalf with respect to the consummation of the Parent Operating Partnership, REIT Merger Sub and Partnership Merger Subthe Prudential Asset Sale, to receipt of the Required Company Vote. This Agreement has The Transaction Documents have been duly executed and delivered by the Company, American Campus Communities Holdings LLC, on behalf of the Parent Operating Partnership, REIT Merger Sub Company and Partnership Merger Sub, each applicable Company Subsidiary and assuming due execution and delivery by each of the Company, the Company Operating Partnership and the Delaware Company, constitutes the constitute legal, valid and binding obligation of each obligations of the Company and each applicable Company Subsidiary, and assuming they are binding obligations of Parent, Parent PartiesL.P., enforceable against each of the Parent Parties Merger Sub and L.P. Merger Sub in accordance with its their terms, are enforceable against the Company and each Company Subsidiary in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw).

Authority; No Violations; Consents and Approval. (ai) The Parent Board has, of Trustees of Keystone has approved and declared advisable the Mergers and the other transactions contemplated by unanimous vote approved the Transaction Documents and has authorized that the REIT Merger and the Partnership Merger. Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the Contemplated Transactions to which it is be submitted for consideration at a party, subject, solely with respect to the consummation special meeting of the REIT Merger, to Keystone shareholders (the acceptance for record of the Maryland Articles of Merger by the SDAT"Keystone Shareholder Meeting"). American Campus Communities Holdings LLC, on behalf of the Parent Operating Partnership, has all requisite power and authority to enter into this Agreement and the Parent Operating Partnership has all requisite partnership power and authority to consummate the Partnership Merger. Each of REIT Merger Sub and Partnership Merger Sub Keystone has all requisite power and authority to enter into this Agreement and all other documents to be executed by Keystone in connection with the transactions contemplated hereby and thereby (each, a "Transaction Document" and collectively, the "Transaction Documents") and, subject, with respect to the consummation of the REIT Merger, to receipt of the Keystone Shareholder Approval (as defined herein), to consummate the transactions contemplated hereby and thereby. Keystone OP has the requisite limited partnership power and authority to enter into this Agreement and subject to, with respect to the Partnership Merger, the Keystone Partner Approval (as defined herein), to consummate the transactions contemplated by this Agreement. Each Keystone Subsidiary that is a party to any Transaction Document has all requisite power and authority to enter into such Transaction Document and to consummate the Merger to which it is a partytransactions contemplated thereby. The execution and delivery of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been or when executed will have been duly authorized by all necessary corporate, trust or other organizational action on the part of Keystone and each applicable Keystone Subsidiary, subject, with respect to the Company, American Campus Communities Holdings LLC, on behalf consummation of the Parent Operating PartnershipREIT Merger, REIT Merger Sub to receipt of the Keystone Shareholder Approval and with respect to the consummation of the Partnership Merger SubMerger, to receipt of the Keystone Partner Approval. This Agreement has The Transaction Documents have been or when executed will have been duly executed and delivered by Keystone and each applicable Keystone Subsidiary and, subject, with respect to the Company, American Campus Communities Holdings LLC, on behalf consummation of the Parent Operating PartnershipREIT Merger, REIT Merger Sub to receipt of the Keystone Shareholder Approval and with respect to the consummation of the Partnership Merger SubMerger, to receipt of the Keystone Partner Approval and assuming due execution and delivery by each the Transaction Documents to which any of the Company, ProLogis Parties is a party constitute the Company Operating Partnership and the Delaware Company, constitutes the legal, valid and binding obligation of each of the Parent Partiessuch ProLogis Party, are enforceable against each of the Parent Parties in accordance with its their terms, except subject, as such enforceability may be limited by to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and by to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw).