Common use of Incorporation; Good Standing Clause in Contracts

Incorporation; Good Standing. The Borrower is a Delaware limited partnership duly organized pursuant to its first amended and restated limited partnership agreement dated May 10, 1996, as amended by amendments one through twenty-six, and a Certificate of Limited Partnership and amendments thereto filed with the Secretary of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware. The Trust is a Maryland real estate investment trust duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate of Trust filed with the Secretary of the State of Maryland and is validly existing and in good standing under the laws of the State of Maryland. Each Subsidiary Guarantor is a limited partnership, limited liability company or other entity duly organized and validly existing and in good standing under the laws of its respective State of organization. Each of the Borrower and the Guarantors (i) has all requisite power to own its respective property and conduct its respective business as now conducted and as presently contemplated, and (ii) as to the Borrower and the Guarantors are in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Properties are located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a materially adverse effect on the business, assets or financial condition of such Person. The Trust is a real estate investment trust in full compliance with and entitled to the benefits of §856 of the Code, and has elected to be treated as a real estate investment trust pursuant to the Code.

Incorporation; Good Standing. The Borrower is a Delaware limited partnership duly organized pursuant to its first amended and restated limited partnership agreement dated May 10, 1996, as amended by amendments one through twenty-sixfour, and a Certificate of Limited Partnership and amendments thereto filed with the Secretary of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware. The Trust is a Maryland real estate investment trust duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate of Trust filed with the Secretary of the State of Maryland and is validly existing and in good standing under the laws of the State of Maryland. Each Subsidiary Guarantor is a limited partnership, limited liability company or other entity duly organized and validly existing and in good standing under the laws of its respective State of organization. Each of the Borrower and the Guarantors (i) has all requisite power to own its respective property and conduct its respective business as now conducted and as presently contemplated, and (ii) as to the Borrower and the Guarantors are in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Mortgaged Properties are located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a materially adverse effect on the business, assets or financial condition of such Person. The Trust is a real estate investment trust in full compliance with and entitled to the benefits of §856 of the Code, and has elected to be treated as a real estate investment trust pursuant to the Code.

Incorporation; Good Standing. Aquia is a limited liability company duly organized pursuant to its second amended and restated operating agreement dated as of December 10, 2008, and articles of organization filed October 5, 1998 and is validly existing and in good standing under the laws of the State of Michigan. The Borrower is a Delaware limited partnership partnership, duly organized pursuant to its first amended and restated limited partnership agreement dated May 10, 1996, as amended by amendments one through twenty-sixfour, and a Certificate of Limited Partnership and amendments thereto filed with the Secretary of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware. The Trust is a Maryland real estate investment trust duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate of Trust filed with the Secretary of the State of Maryland and is validly existing and in good standing under the laws of the State of Maryland. Each Subsidiary Guarantor Property Owner is a limited partnership, corporation or limited liability company company, as applicable, duly organized pursuant to its certificate of limited partnership or other entity duly organized organizational agreements filed with the appropriate Secretary of State and is validly existing and in good standing under the laws of its respective State state of organization. Each of the Borrower and the Guarantors (i) has all requisite power to own its respective property properties and interests and conduct its respective business as now conducted and as presently contemplated, and (ii) as to the Borrower and the Guarantors are in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Properties are Collateral Property is located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a materially adverse effect on the business, assets or financial condition of such Person. The Trust is a real estate investment trust in full compliance with and entitled to the benefits of §856 of the Code, and has elected to be treated as a real estate investment trust pursuant to the Code.

Incorporation; Good Standing. The Borrower is a Delaware limited partnership duly organized pursuant to its first amended and restated certificate of limited partnership agreement dated May 10, 1996, as amended by amendments one through twenty-six, and a Certificate of Limited Partnership and amendments thereto filed with the Delaware Secretary of the State of Delaware State, and is validly existing and in good standing under the laws of the State of Delaware. The Trust Each of the Subsidiary Guarantors is a Maryland real estate investment corporation, limited partnership, general partnership, limited liability company or trust duly organized pursuant to under the laws of its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate jurisdiction of Trust filed with the Secretary of the State of Maryland organization and is validly existing and in good standing under the laws of thereof (or, if applicable in a foreign jurisdiction, enjoys the State of Maryland. Each Subsidiary Guarantor is a limited partnership, limited liability company or other entity duly organized and validly existing and in good standing equivalent status to the extent such equivalent status exists under the laws of its respective State any foreign jurisdiction of organization). Each of the Borrower The Subsidiary Guarantors and the Guarantors Additional Subsidiary Guarantors, if any, (i) has have all requisite power to own its their respective property and conduct its their respective business as now conducted and as presently contemplated, and (ii) as to the Borrower and the Guarantors are in good standing as (or, if applicable in a foreign entity jurisdiction, enjoys the equivalent status to the extent such equivalent status exists under the laws of any foreign jurisdiction of organization) and is are duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Asset Pool Properties owned or leased by it are located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a materially adverse effect on Material Adverse Effect. REIT is a Maryland corporation duly organized pursuant to articles of incorporation filed with the businessMaryland Secretary of State, assets or financial condition and is validly existing and in good standing under the laws of such Personits jurisdiction of organization. The Trust is REIT conducts its business in a manner which enables it to qualify as a real estate investment trust in full compliance with under, and to be entitled to the benefits of of, §856 of the Code, and has elected to be treated as and is entitled to the benefits of a real estate investment trust pursuant to the Codethereunder.

Incorporation; Good Standing. The Borrower is a Delaware limited partnership partnership, duly organized pursuant to its first amended and restated limited partnership agreement dated May 10, 1996, as amended by amendments one through twenty-sixfive, and a Certificate of Limited Partnership and amendments thereto filed with the Secretary of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware. The Trust is a Maryland real estate investment trust duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate of Trust filed with the Secretary of the State of Maryland and is validly existing and in good standing under the laws of the State of Maryland. Each Subsidiary Guarantor is a limited partnership, limited liability company or other entity duly organized and validly existing and in good standing under the laws of its respective State of organization. Each of the Borrower and the Guarantors (i) has all requisite power to own its respective property properties and interests and conduct its respective business as now conducted and as presently contemplated, and (ii) as to the Borrower and the Guarantors are in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Properties are each Collateral Property is located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a materially adverse effect on the business, assets or financial condition of such Person. The Trust is a real estate investment trust in full compliance with and entitled to the benefits of §856 of the Code, and has elected to be treated as a real estate investment trust pursuant to the Code.

Incorporation; Good Standing. The Borrower QTLP is a Delaware limited partnership duly organized pursuant to its first amended and restated certificate of limited partnership agreement dated May 10, 1996, as amended by amendments one through twenty-six, and a Certificate of Limited Partnership and amendments thereto filed with the Delaware Secretary of the State of Delaware State, and is validly existing and in good standing under the laws of the State of Delaware. The Trust Each of QIPR and QTS Richmond TRS is a Maryland real estate investment trust Delaware limited liability company duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate certificate of Trust formation filed with the Delaware Secretary of the State of Maryland State, and is validly existing and in good standing under the laws of Delaware. QIPR, QTS Richmond TRS, the State of Maryland. Each Additional Subsidiary Guarantor is a limited partnershipBorrowers, limited liability company or other entity duly organized if any, and validly existing and in good standing under the laws of its respective State of organization. Each of the Borrower and the Guarantors Additional Subsidiary Guarantors, if any, (i) has have all requisite power to own its their respective property and conduct its their respective business as now conducted and as presently contemplated, and (ii) as to the Borrower and the Guarantors are in good standing as a foreign entity and is are duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Mortgaged Properties owned or leased by it are located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a materially adverse effect on Material Adverse Effect. Following the businessoccurrence of the IPO Event, assets REIT is a corporation or financial condition real estate investment trust duly organized pursuant to articles of such Personincorporation or declaration of trust filed in its jurisdiction of organization, and is validly existing and in good standing under the laws of its jurisdiction of organization. The Trust is Following the occurrence of the IPO Event, REIT conducts its business in a manner which enables it to qualify as a real estate investment trust in full compliance with under, and to be entitled to the benefits of of, §856 of the Code, and has elected to be treated as and is entitled to the benefits of a real estate investment trust pursuant to the Codethereunder.

Incorporation; Good Standing. The Borrower is a Delaware limited partnership duly organized pursuant to its first amended and restated limited partnership agreement dated May 10, 1996, as amended by amendments one through [twenty-sixfive], and a Certificate of Limited Partnership and amendments thereto filed with the Secretary of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware. The Trust is a Maryland real estate investment trust duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate of Trust filed with the Secretary of the State of Maryland and is validly existing and in good standing under the laws of the State of Maryland. Each Subsidiary Guarantor is a limited partnership, limited liability company or other entity duly organized and validly existing and in good standing under the laws of its respective State of organization. Each of the Borrower and the Guarantors (i) has all requisite power to own its respective property and conduct its respective business as now conducted and as presently contemplated, and (ii) as to the Borrower and the Guarantors are in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Properties are located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a materially adverse effect on the business, assets or financial condition of such Person. The Trust is a real estate investment trust in full compliance with and entitled to the benefits of §856 of the Code, and has elected to be treated as a real estate investment trust pursuant to the Code.

Incorporation; Good Standing. The Borrower is a Delaware limited partnership duly organized pursuant to its first amended and restated limited partnership agreement dated May 10, 1996, as amended by amendments one through twenty-sixagreement, and a Certificate of Limited Partnership and amendments thereto filed with the Secretary of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware. The Trust GKK is a Maryland real estate investment trust corporation duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate articles of Trust incorporation filed with the Secretary of the State of Maryland and is validly existing and in good standing under the laws of the State of Maryland. Each Subsidiary Guarantor Manager is a limited partnership, Delaware limited liability company or other entity duly organized pursuant to its certificate of formation filed with the Secretary of State of Delaware and is validly existing and in good standing under the laws of its respective the State of organizationDelaware. Each of the other Guarantors is a corporation, limited partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof. Each of the Borrower and the Guarantors (i) has all requisite power to own its respective property assets and interests and conduct its respective business as now conducted and as presently contemplated, and (ii) as to the Borrower and the Guarantors are is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Properties are located and in each other jurisdiction where the conduct of its business so requires except where a failure to be so qualified in such other jurisdiction has not had and could not reasonably be expected to have a materially adverse effect on the business, assets or financial condition of such PersonMaterial Adverse Effect. The Trust GKK is a real estate investment trust in full compliance with and entitled to the benefits of §856 of the Code, Code and has elected to be treated as a real estate investment trust pursuant to the Code.

Incorporation; Good Standing. The Borrower is a Delaware limited partnership duly organized pursuant to its first amended and restated limited partnership agreement dated May 10, 1996, as amended by amendments one through twenty-six, and a Certificate of Limited Partnership and amendments thereto filed with the Secretary of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware. The Trust is a Maryland real estate investment trust duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate of Trust filed with the Secretary of the State of Maryland and is validly existing and in good standing under the laws of the State of Maryland. Each Subsidiary Guarantor is a limited partnership, limited liability company or other entity duly organized and validly existing and in good standing under the laws of its respective State of organization. Each of the Borrower and the Guarantors (i) has all requisite power to own its respective property and conduct its respective business as now conducted and as presently contemplated, and (ii) as to the Borrower and the Guarantors are in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Properties are located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a materially adverse effect on the business, assets or financial condition of such Person. The Trust is a real estate investment trust in full compliance with and entitled to the benefits of §Section 856 of the Code, and has elected to be treated as a real estate investment trust pursuant to the Code.

Incorporation; Good Standing. The Borrower is a Delaware limited partnership duly organized pursuant to its first amended and restated limited partnership agreement dated May 10, 1996, as amended by amendments one through twenty-six, and a Certificate of Limited Partnership and amendments thereto filed with the Secretary of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware. The Trust is a Maryland real estate investment trust duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate of Trust filed with the Secretary of the State of Maryland and is validly existing and in good standing under the laws of the State of Maryland. Each Subsidiary Guarantor is a limited partnership, limited liability company or other entity duly organized and validly existing and in good standing under the laws of its respective State of organization. Each of the Borrower and the Guarantors (i) has all requisite power to own its respective property and conduct its respective business as now conducted and as presently contemplated, and (ii) as to the Borrower and the Guarantors are in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Properties (as defined in the Unsecured Loan Agreement) are located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a materially adverse effect on the business, assets or financial condition of such Person. The Trust is a real estate investment trust in full compliance with and entitled to the benefits of §Section 856 of the Code, and has elected to be treated as a real estate investment trust pursuant to the Code.

Incorporation; Good Standing. The Borrower is a Delaware limited partnership Maryland corporation duly organized pursuant to its first amended and restated limited partnership agreement dated May 10, 1996, as amended by amendments one through twenty-six, and a Certificate Articles of Limited Partnership Incorporation and amendments thereto filed with the Secretary of the State of Delaware and is validly existing and in good standing under the laws of the State of Delaware. The Trust is a Maryland real estate investment trust duly organized pursuant to its trust declaration dated October 2, 1997, as amended and supplemented, and a Certificate of Trust filed with the Secretary of the State of Maryland and is validly existing and in good standing under the laws of the State of Maryland. Each Subsidiary Guarantor is a corporation, limited partnership, limited liability company or other form of entity duly organized specified in SCHEDULE 6.1(a) hereto pursuant to its organizational agreements and is validly existing and in good standing under the laws of the state of its respective State of organizationorganization set forth in SCHEDULE 6.1(a) hereto. Each of the Borrower and the Guarantors (i) has all requisite power to own its respective property and conduct its respective business as now conducted and as presently contemplated, and (ii) as to the Borrower and the Guarantors are is in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Properties are located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a materially adverse effect on the business, assets or financial condition of such Person. The Trust is Borrower conducts its business in a manner which enables it to qualify as a real estate investment trust in full compliance with under, and to be entitled to the benefits of §of, Section 856 of the Code, and has elected to be treated as and is entitled to the benefits of a real estate investment trust pursuant to thereunder. The Guarantors are Subsidiaries of the CodeBorrower. All of the capital stock of the Borrower and its Subsidiaries has been issued in compliance with all applicable laws.