Common use of Organization; Authority Clause in Contracts

Organization; Authority. (a) Each of the REIT, the Operating Partnership and Merger Sub has been duly organized or formed and is validly existing under the Laws of its jurisdiction of incorporation or formation, as applicable, and has all requisite power and authority to enter this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable Law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a whole. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT (each a "REIT Subsidiary"), (ii) the ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of each of the other owners of such REIT Subsidiary. Each REIT Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the REIT and the REIT Subsidiaries taken as a whole. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a1) Each of the REIT, the Operating Partnership and Merger Sub Contributed Entities has been duly organized or formed and is validly existing and in good standing under the Laws laws of its jurisdiction of incorporation or formation, as applicable, organization and has all requisite power and authority to enter this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and therebyby the Formation Transaction Documentation, and to own, lease or and/or operate its property each Property owned, leased and/or operated by it and to carry on its business as presently conducted andconducted. Each Contributed Entity, to the extent required under applicable Lawlaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Properties make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse Material Adverse Effect. Contributor has delivered to the Operating Partnership and its counsel a complete and accurate copy of each Governing Agreement of each Contributed Entity, and each Governing Document is in force and effect on as of the REIT date hereof and the REIT Subsidiaries (defined below), taken as a wholehas not been further modified or amended. (b2) Schedule 3.01(b2.3(a)(1)(2) hereof sets forth as of the date hereof, hereof and as of the Closing Date with respect to each Contributed Entity (i) each Subsidiary the ownership interests of the REIT (each a "REIT Subsidiary")Contributed Entity and its subsidiaries, (ii) the ownership interest therein of the REITeach Contributed Entity in each subsidiary, and (iii) if any, and, if not wholly owned by the REITa Contributed Entity, the identity and ownership interest of each of the other owners of such REIT Subsidiarysubsidiary, and (iii) each Property owned or leased pursuant to a ground lease by each Contributed Entity or its subsidiaries. Each REIT Subsidiary has been duly organized or formed and is validly existing under the laws subsidiary of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted andany Contributed Entity, to the extent required under applicable lawlaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Properties and other assets make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Material Adverse Effect. There are no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the REIT and Contributed Interests or any equity interest in the REIT Subsidiaries taken as a wholeContributed Entities or any other security convertible into or exchangeable for such equity interests. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REIT, the The Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicableand, and has upon the effectiveness of the Operating Partnership Agreement, will have all requisite power and authority to enter into this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholean OP Material Adverse Effect. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT Operating Partnership (each a "REIT an “Operating Partnership Subsidiary"”), (ii) the ownership interest therein of the REITOperating Partnership, and (iii) if not wholly owned by the REITOperating Partnership, the identity and ownership interest of each of the other owners of such REIT Operating Partnership Subsidiary. Each REIT Operating Partnership Subsidiary has been duly organized or formed and is validly existing and is in good standing under the laws Laws of its jurisdiction of organization or formation, as applicable, has all requisite power and authority to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholean OP Material Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REIT, the Operating Partnership and Merger Sub The SPE has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction the State of incorporation or formation, as applicableDelaware, and has all requisite power and authority to enter into this Agreement and the other Formation Transaction Documentation Agreement, each agreement contemplated hereby and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property Property and to carry on its business as presently conducted andconducted. The SPE, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeSPE Material Adverse Effect. (b) Schedule 3.01(b4.01(b) sets forth as of the date hereof, hereof with respect to the SPE (i) each Subsidiary of the REIT SPE (each a "REIT “SPE Subsidiary"”), (ii) the ownership interest therein of the REITSPE, and (iii) if not wholly owned by the REITSPE, the identity and ownership interest of each of the other owners of such REIT Subsidiary, and (iv) each office, residential or other property owned by the SPE or such Subsidiary or leased pursuant to a ground lease (each a “Property”). Each REIT SPE Subsidiary has been duly organized or formed and is validly existing and in good standing under the laws Laws of its jurisdiction of organization or formationorganization, as applicable, and has all power and authority to own, lease or and/or operate its property Property and to carry on its business as presently conducted andconducted. Each SPE Subsidiary, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Property make such qualification necessary, except where the other than such failure to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholeSPE Material Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REIT, the Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, and has all requisite power and authority to enter this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property and to carry on its business as presently conducted andconducted. Each of the Operating Partnership and Merger Sub, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholean OPMaterial Adverse Effect. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT Operating Partnership (each a "REIT “Operating Partnership Subsidiary"”), (ii) the ownership interest therein of the REITOperating Partnership, and (iii) if not wholly owned by the REITOperating Partnership, the identity and ownership interest of each of the other owners of such REIT Operating Partnership Subsidiary. Each REIT Operating Partnership Subsidiary has been duly organized or formed and is validly existing and is in good standing under the laws Laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholean OP Material Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REIT, the Operating Partnership and Merger Sub The Contributor has been duly organized or formed and formed, is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, and has all requisite power and authority to enter into this Agreement Agreement, each agreement contemplated hereby and the other Formation Transaction Documentation to which it is a party (including any agreement, document and instrument executed and delivered by or on behalf of the Contributor pursuant to this Agreement or the other Formation Transaction Documentation) and to carry out the transactions contemplated hereby and thereby, and to carry on its business as presently conducted. The Contributor, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect. (b) Schedule 4.01(b) sets forth as of the date hereof with respect to the Contributor (i) each Contributed Entity, (ii) the direct or indirect ownership interest therein of the Contributor, (iii) if not wholly owned by the Contributor, the identity and ownership interest of each of the other owners of such Contributed Entity, (iv) each Contributed Property, (v) the ownership interest therein of the Contributor, (vi) if not wholly owned by the Contributor, the identity and ownership interest of each of the other owners of such Contributed Property. Such Contributed Entity has been duly organized and is validly existing and is in good standing under the Laws of its jurisdiction of organization, and has all requisite power and authority to own, lease or and/or operate its property Contributed Property and to carry on its business as presently conducted andconducted. Such Contributed Entity, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Contributed Property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect Fund Material Adverse Effect. Except as set forth on the REIT and the REIT Subsidiaries (defined belowSchedule 4.01(b), taken as a whole. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT (each a "REIT Subsidiary"), (ii) the ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of each of the other owners of such REIT Subsidiary. Each REIT Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the REIT Contributor and the REIT Subsidiaries taken as a wholeContributed Entities does not own any equity or ownership interest in any other Person. (c) Merger Sub The Operating Partnership has not incurred any liabilities or obligationsbeen provided complete and accurate copies of Organizational Documents, except those incurred as amended through the date hereof, and such Organizational Documents are in connection with its organization full force and with effect as of the negotiation of this Agreement and the performance date hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has have not engaged in any business activities of any type been further modified or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby)amended.

Organization; Authority. (a) Each of the REIT, the Operating Partnership and Merger Sub OP Party has been duly organized formed or formed incorporated and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formationformation and has, as applicableor upon the effectiveness of the Operating Partnership Agreement, and has will have, all requisite power and authority to enter into this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholean OP Material Adverse Effect. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT Operating Partnership (each a "REIT an “Operating Partnership Subsidiary"”), (ii) the ownership interest therein of the REITOperating Partnership, and (iii) if not wholly owned by the REITOperating Partnership, the identity and ownership interest of each of the other owners of such REIT Operating Partnership Subsidiary. Each REIT Operating Partnership Subsidiary has been duly organized or formed and is validly existing and is in good standing under the laws Laws of its jurisdiction of organization or formation, as applicable, has all requisite power and authority to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholean OP Material Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REITThe Contributor is a limited partnership duly organized, the Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction the State of incorporation or formation, as applicableDelaware, and has all requisite power and authority to enter into this Agreement, each agreement contemplated hereby and to carry out the transactions contemplated hereby and thereby. The Contributor has all requisite power and authority to enter into this Agreement and the other Formation Transaction Documentation all agreements contemplated hereby to which it is party and to carry out the transactions contemplated hereby and thereby, and to own, lease or operate its property assets and to carry on its business as presently conducted and, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeContributor Material Adverse Effect. (b) Schedule 3.01(bSection 4.01(b) of the Contributor Disclosure Letter, sets forth as of the date hereof, with respect to the Contributor, (i) the name and the jurisdiction of organization or incorporation, as the case may be, of each Subsidiary of the REIT Contributor (each each, a "REIT “Contributor Subsidiary"), ”) and (ii) the ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of Contributor or other Contributor Subsidiary in each of the other owners of such REIT Contributor Subsidiary. Each REIT Contributor Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholeContributor Material Adverse Effect. (c) Merger Sub has not incurred any liabilities The Contributor or obligations, except those incurred the Contributor Subsidiaries own the equity interests in connection with its organization and the Persons set forth on Section 4.01(c) of the Contributor Disclosure Letter (together with the negotiation Subsidiaries of this Agreement and such Persons, the performance hereof and “JV Entities”) in the consummation stated percentage set forth on Section 4.01(c) of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby)Contributor Disclosure Letter.

Organization; Authority. (a) Each of the REIT, the Operating Partnership and Merger Sub has been duly organized incorporated or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, and has upon the effectiveness of the Operating Partnership Agreement, will have all requisite power and authority to enter into this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property and to carry on its business as presently conducted andand each of the Operating Partnership and Merger Sub, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholean OP Material Adverse Effect. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT Operating Partnership (each a "REIT an “Operating Partnership Subsidiary"”), (ii) the ownership interest therein of the REITOperating Partnership, and (iii) if not wholly owned by the REITOperating Partnership, the identity and ownership interest of each of the other owners of such REIT Operating Partnership Subsidiary. Each REIT Operating Partnership Subsidiary has been duly organized or formed and is validly existing and is in good standing under the laws Laws of its jurisdiction of organization or formation, as applicable, has all requisite power and authority to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholean OP Material Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REITThe Contributor is a corporation duly organized, the Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction the State of incorporation or formation, as applicableDelaware, and has all requisite power and authority to enter this Agreement and into the other Formation Transaction Documentation Agreements, each agreement contemplated hereby to which it is a party and to carry out the transactions contemplated hereby and therebyby the Transaction Agreements, and to own, lease or operate its property assets and to carry on its business as presently conducted and, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeContributor Material Adverse Effect. (b) Schedule 3.01(bFollowing the Conversion, the Contributor will be a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and will have all requisite power and authority to enter into the Transaction Agreements, each agreement contemplated hereby to which it is a party and to carry out the transactions contemplated by the Transaction Agreements, and to own, lease or operate its assets and to carry on its business as presently conducted and, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not reasonably be expected to have a Contributor Material Adverse Effect. (c) Section 4.01(b) of the Contributor Disclosure Letter, sets forth as of the date hereof, with respect to the Contributor, (i) the name and the jurisdiction of organization or incorporation, as the case may be, of each Subsidiary of the REIT Contributor (each a "REIT “Contributor Subsidiary"), ”) and (ii) the ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of Contributor or other Contributor Subsidiary in each of the other owners of such REIT Contributor Subsidiary. Each REIT Contributor Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholeContributor Material Adverse Effect. (cd) Merger Sub has not incurred any liabilities The Contributor or obligations, except those incurred Contributor Subsidiaries own the equity interests in connection with its organization and the Persons set forth on Section 4.01(d) of the Contributor Disclosure Letter (together with the negotiation Subsidiaries of this Agreement and such Persons, the performance hereof and “JV Entities”) in the consummation stated percentage set forth on Section 4.01(d) of the transactions contemplated hereby, including Contributor Disclosure Letter. (e) The Contributor has made available to the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All Company a complete and correct copy of the issued and outstanding equity interests operating agreement for Arcade 2 LLC, which will be executed immediately following completion of Merger Sub are beneficially and of record owned the Conversion by the Operating Partnership and Xxxxxxx XxxxxxStockholder, which will be the sole Equity Holder of Arcade 2 LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REIT, the Operating Partnership REIT and Merger Sub has been duly organized incorporated or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, and has and, upon the effectiveness of the REIT Charter, will have all requisite power and authority to enter into this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property and to carry on its business as presently conducted andand each of the Operating Partnership and Merger Sub, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeMaterial Adverse Effect. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT (each a "“REIT Subsidiary"”), (ii) the ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of each of the other owners of such REIT Subsidiary. Each REIT Subsidiary has been duly organized or formed and is validly existing and is in good standing under the laws Laws of its jurisdiction of organization or formation, as applicable, has all requisite power and authority to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholeMaterial Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REIT, the Operating Partnership and Merger Sub OP Subsidiary has been duly organized incorporated or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation formation or formationincorporation, as applicable, and has and, upon the effectiveness of the Operating Partnership Agreement, will have all requisite power and authority to enter into this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property and to carry on its business as presently conducted andand each of the Operating Partnership and OP Subsidiary, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholean OP Material Adverse Effect. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT Operating Partnership (each a "REIT an “Operating Partnership Subsidiary"”), (ii) the ownership interest therein of the REITOperating Partnership, and (iii) if not wholly owned by the REITOperating Partnership, the identity and ownership interest of each of the other owners of such REIT Operating Partnership Subsidiary. Each REIT Operating Partnership Subsidiary has been duly organized or formed and is validly existing and is in good standing under the laws Laws of its jurisdiction of organization or formation, as applicable, has all requisite power and authority to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholean OP Material Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REIT, the The Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formationformation and, as applicableupon the effectiveness of the Operating Partnership Agreement, and has will have all requisite power and authority to enter into this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholean OP Material Adverse Effect. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT Operating Partnership (each a "REIT an “Operating Partnership Subsidiary"”), (ii) the ownership interest therein of the REITOperating Partnership, and (iii) if not wholly owned by the REITOperating Partnership, the identity and ownership interest of each of the other owners of such REIT Operating Partnership Subsidiary. Each REIT Operating Partnership Subsidiary has been duly organized or formed and is validly existing and is in good standing under the laws Laws of its jurisdiction of organization or formation, as applicable, has all requisite power and authority to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholean OP Material Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REITThe Company is a corporation duly organized, the Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction the State of incorporation or formation, as applicable, and Maryland. The Company has all requisite power and authority to enter this Agreement and the other Formation Transaction Documentation Documents and to carry out the transactions contemplated hereby and thereby, and to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable Law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeMaterial Adverse Effect. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Each Subsidiary of the REIT Company (each a "REIT “Company Subsidiary"), (ii”) the ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of each of the other owners of such REIT Subsidiary. Each REIT Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaw, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholeMaterial Adverse Effect. (c) Merger Sub The OP is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. The OP has not incurred any liabilities or obligations, except those incurred in connection with its organization all requisite power and with the negotiation of authority to enter this Agreement and the performance hereof other Transaction Documents and the consummation of to carry out the transactions contemplated herebyhereby and thereby, including and to own, lease or operate its property and to carry on its business as presently conducted and, to the Merger. Except extent required under applicable Law, is qualified to do business and is in connection with good standing in each jurisdiction in which the transactions contemplated by this Agreementnature of its business or the character of its property make such qualification necessary, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and in such jurisdictions where the transactions contemplated hereby)failure to be so qualified would not have a Material Adverse Effect.

Organization; Authority. (a) Each of the REIT, the Operating Partnership Contributed Entities and Merger Sub Property Entities has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, organization and has all requisite power and authority to enter this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and therebyby the Formation Transaction Documentation (as defined herein), and to own, lease or and/or operate its property each Property owned, leased and/or operated by it and to carry on its business as presently conducted andconducted. Each Contributed Entity and Property Entity, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Properties make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse Material Adverse Effect. The Limited Partnership Agreement, Limited Liability Company Agreement and Operating Agreement, Articles of Incorporation, Charter or Bylaws, as applicable, of each Contributed Entity, as may have been amended from time to time, (each a “Governing Agreement” and collectively, the “Governing Agreements”) a complete and accurate copy of which has been delivered to the Operating Partnership and its counsel, is in force and effect on as of the REIT date hereof, and the REIT Subsidiaries (defined below), taken as a wholehas not been further modified or amended. (b) Schedule 3.01(b1.1(b) sets forth as of the date hereof, hereof with respect to each Contributed Entity and Property Entity (i) each Subsidiary the ownership interests of the REIT (each a "REIT Subsidiary")Contributed Entity and its Subsidiaries and Property Entity, (ii) the ownership interest therein of the REITeach Contributed Entity in each Subsidiary, and (iii) if any, and, if not wholly owned by the REITa Contributed Entity, the identity and ownership interest of each of the other owners of such REIT Subsidiary. Each REIT Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the REIT and the REIT Subsidiaries taken as a whole. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created iii) each Property owned or leased pursuant to a ground lease by this Agreement each Contributed Entity or its Subsidiaries and the transactions contemplated hereby).each Property

Organization; Authority. (a) Each of the REITThe Contributor is a corporation duly organized, the Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction the State of incorporation or formation, as applicableDelaware, and has all requisite power and authority to enter this Agreement and into the other Formation Transaction Documentation Agreements, each agreement contemplated hereby to which it is a party and to carry out the transactions contemplated hereby and therebyby the Transaction Agreements, and to own, lease or operate its property assets and to carry on its business as presently conducted and, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeContributor Material Adverse Effect. (b) Schedule 3.01(bFollowing the Conversion, the Contributor will be a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and will have all requisite power and authority to enter into the Transaction Agreements, each agreement contemplated hereby to which it is a party and to carry out the transactions contemplated by the Transaction Agreements, and to own, lease or operate its assets and to carry on its business as presently conducted and, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not reasonably be expected to have a Contributor Material Adverse Effect. (c) Section 4.01(b) of the Contributor Disclosure Letter, sets forth as of the date hereof, with respect to the Contributor, (i) the name and the jurisdiction of organization or incorporation, as the case may be, of each Subsidiary of the REIT Contributor (each a "REIT “Contributor Subsidiary"), ”) and (ii) the ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of Contributor or other Contributor Subsidiary in each of the other owners of such REIT Contributor Subsidiary. Each REIT Contributor Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholeContributor Material Adverse Effect. (cd) Merger Sub has not incurred any liabilities The Contributor or obligations, except those incurred Contributor Subsidiaries own the equity interests in connection with its organization and the Persons set forth on Section 4.01(d) of the Contributor Disclosure Letter (together with the negotiation Subsidiaries of this Agreement and such Persons, the performance hereof and “JV Entities”) in the consummation stated percentage set forth on Section 4.01(d) of the transactions contemplated hereby, including Contributor Disclosure Letter. (e) The Contributor has made available to the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All Company a complete and correct copy of the issued and outstanding equity interests operating agreement for Marathon LLC, which will be executed immediately following completion of Merger Sub are beneficially and of record owned the Conversion by the Operating Partnership and Xxxxxxx XxxxxxStockholder, which will be the sole Equity Holder of Marathon LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (ai) Each of the REITContributor is a [limited liability company], the Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, organization and has all requisite power and authority to enter into this Agreement and the each agreement or other Formation Transaction Documentation document contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property Property, as applicable, and its other assets, and to carry on its business as presently conducted andconducted. Contributor, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeMaterial Adverse Effect. (bii) Schedule 3.01(bSection 3.3(a) of the Disclosure Letter sets forth as of the date hereof, hereof with respect to Contributor (iA) each Subsidiary of the REIT (each a "REIT Subsidiary")Contributor, if applicable, (iiB) the ownership interest therein of the REIT, in each such Subsidiary and (iiiC) if not wholly owned by the REITContributor, the identity and ownership interest of each of the other owners of such REIT Subsidiary. Each REIT real property owned or leased pursuant to a ground lease or operating lease by such Contributor is set forth on Exhibit A. Each Subsidiary of Contributor has been duly organized or formed and is validly existing and in good standing under the laws Laws of its jurisdiction of organization or formationorganization, as applicable, and has all power and authority to own, lease or and/or operate its property real properties and its other assets, and to carry on its business as presently conducted andconducted. Each Subsidiary of Contributor, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholeMaterial Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REITPGI is a corporation duly incorporated, the Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction the State of incorporation or formation, as applicable, and Delaware. PGI has all requisite power and authority to enter into this Agreement and the other Formation Transaction Documentation all agreements contemplated hereby to which it is party and to carry out the transactions contemplated hereby and thereby, and to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholePGI Material Adverse Effect. (b) Schedule 3.01(bSection 4.01(b) of the Disclosure Letter, sets forth as of the date hereof, with respect to PGI, (i) the name and the jurisdiction of organization or incorporation, as the case may be, of each Subsidiary of the REIT PGI (each a "REIT “PGI Subsidiary"), ”) and (ii) the ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of PGI or another PGI Subsidiary in each of the other owners of such REIT PGI Subsidiary. Each REIT PGI Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholePGI Material Adverse Effect. (c) Merger Sub has not incurred any liabilities PGI or obligations, except those incurred the PGI Subsidiaries own the equity interests in connection with its organization and the Persons set forth on Section 4.01(c) of the Disclosure Letter (together with the negotiation Subsidiaries of this Agreement and such Persons, the performance hereof and “JV Entities”) in the consummation stated percentage set forth on Section 4.01(c) of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby)Disclosure Letter.

Organization; Authority. (a) Each of the REITThe Contributor is a corporation duly organized, the Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction the State of incorporation or formation, as applicableDelaware, and has all requisite power and authority to enter this Agreement and into the other Formation Transaction Documentation Agreements, each agreement contemplated hereby to which it is a party and to carry out the transactions contemplated hereby and therebyby the Transaction Agreements, and to own, lease or operate its property assets and to carry on its business as presently conducted and, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeContributor Material Adverse Effect. (b) Schedule 3.01(bFollowing the Conversion, the Contributor will be a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and will have all requisite power and authority to enter into the Transaction Agreements, each agreement contemplated hereby to which it is a party and to carry out the transactions contemplated by the Transaction Agreements, and to own, lease or operate its assets and to carry on its business as presently conducted and, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not reasonably be expected to have a Contributor Material Adverse Effect. (c) Section 4.01(b) of the Contributor Disclosure Letter, sets forth as of the date hereof, with respect to the Contributor, (i) the name and the jurisdiction of organization or incorporation, as the case may be, of each Subsidiary of the REIT Contributor (each a "REIT “Contributor Subsidiary"), ”) and (ii) the ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of Contributor or other Contributor Subsidiary in each of the other owners of such REIT Contributor Subsidiary. Each REIT Contributor Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholeContributor Material Adverse Effect. (cd) Merger Sub has not incurred any liabilities The Contributor or obligations, except those incurred Contributor Subsidiaries own the equity interests in connection with its organization and the Persons set forth on Section 4.01(d) of the Contributor Disclosure Letter (together with the negotiation Subsidiaries of this Agreement and such Persons, the performance hereof and “JV Entities”) in the consummation stated percentage set forth on Section 4.01(d) of the transactions contemplated hereby, including Contributor Disclosure Letter. (e) The Contributor has made available to the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All Company a complete and correct copy of the issued and outstanding equity interests operating agreement for Arcade LLC, which will be executed immediately following completion of Merger Sub are beneficially and of record owned the Conversion by the Operating Partnership and Xxxxxxx XxxxxxStockholder, which will be the sole Equity Holder of Arcade LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REIT, the Operating Partnership and Merger Sub Xxxxxxx Entities has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation organization and has all requisite power and authority to enter into each agreement or formationdocument included in or contemplated by the Formation Transaction Documentation (including any agreement, document and instrument executed and delivered by or on its behalf pursuant to any Formation Transaction Documentation) and to carry out the transactions contemplated thereby, and to carry on its business as applicablepresently conducted. Each Xxxxxxx Entity, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 1.01(b) sets forth as of the date hereof with respect to each Xxxxxxx Entity (i) each Subsidiary of such Xxxxxxx Entity, (ii) the ownership interest of each Xxxxxxx Entity in each Subsidiary, (iii) if not wholly owned by a Xxxxxxx Entity, the identity and ownership interest of each of the other owners of such Subsidiary, and (iv) each Property owned by each Xxxxxxx Entity or its Subsidiaries. Each Subsidiary of the Xxxxxxx Entities has been duly organized and is validly existing and is in good standing under the Laws of its jurisdiction of organization, and has all requisite power and authority to enter this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property Properties and to carry on its business as presently conducted andconducted. Each Subsidiary of the Xxxxxxx Entities, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Properties make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect. Except as set forth on the REIT and the REIT Subsidiaries (defined belowSchedule 1.01(b), taken as a whole. (b) Schedule 3.01(b) sets forth as none of the date hereof, (i) each Subsidiary of the REIT (each a "REIT Subsidiary"), (ii) the Xxxxxxx Entities or its Subsidiaries own any material equity or ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of each of the in any other owners of such REIT Subsidiary. Each REIT Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholePerson. (c) Merger Sub has not incurred any liabilities or obligationsThe Consolidated Entities have been provided complete and accurate copies of the Organizational Documents of each Xxxxxxx Entity, except those incurred as amended through the date hereof, and such Organizational Documents are in connection with its organization full force and with effect as of the negotiation of this Agreement and the performance date hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has have not engaged in any business activities of any type been further modified or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby)amended.

Organization; Authority. (a) Each of the REIT, the The Operating Partnership and Merger Sub has been is a limited partnership duly organized or formed and is organized, validly existing and in good standing under the Laws of its jurisdiction the State of incorporation or formation, as applicable, and Delaware. The Operating Partnership has all requisite power and authority to enter this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable Law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not have a material adverse effect on the REIT Operating Partnership and the REIT Operating Partnership Subsidiaries (defined below), taken as a whole. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT Operating Partnership (each a an "REIT Operating Partnership Subsidiary"), (ii) the ownership interest therein of the REITOperating Partnership, and (iii) if not wholly owned by the REITOperating Partnership, the identity and ownership interest of each of the other owners of such REIT Operating Partnership Subsidiary. Each REIT Operating Partnership Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaw, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the REIT Operating Partnership and the REIT Operating Partnership Subsidiaries taken as a whole. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REIT, the The Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicableand, and has upon the effectiveness of the Operating Partnership Agreement, will have all requisite power and authority to enter into this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a whole.an OP Material Adverse Effect. Table of Contents (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT Operating Partnership (each a "REIT an “Operating Partnership Subsidiary"”), (ii) the ownership interest therein of the REITOperating Partnership, and (iii) if not wholly owned by the REITOperating Partnership, the identity and ownership interest of each of the other owners of such REIT Operating Partnership Subsidiary. Each REIT Operating Partnership Subsidiary has been duly organized or formed and is validly existing and is in good standing under the laws Laws of its jurisdiction of organization or formation, as applicable, has all requisite power and authority to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholean OP Material Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REIT, the The Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicableand, and has upon the effectiveness of the Operating Partnership Agreement, will have all requisite power and authority to enter this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholean OP Material Adverse Effect. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT Operating Partnership (each a "REIT “Operating Partnership Subsidiary"”), (ii) the ownership interest therein of the REITOperating Partnership, and (iii) if not wholly owned by the REITOperating Partnership, the identity and ownership interest of each of the other owners of such REIT Operating Partnership Subsidiary. Each REIT Operating Partnership Subsidiary has been duly organized or formed and is validly existing and is in good standing under the laws Laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholean OP Material Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (ai) Each of the REITContributor is a limited liability company, the Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, organization and has all requisite power and authority to enter into this Agreement and the each agreement or other Formation Transaction Documentation document contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property Property, as applicable, and its other assets, and to carry on its business as presently conducted andconducted. Contributor, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeMaterial Adverse Effect. (bii) Schedule 3.01(bSection 3.3(a) of the Disclosure Letter sets forth as of the date hereof, hereof with respect to Contributor (iA) each Subsidiary of the REIT (each a "REIT Subsidiary")Contributor, if applicable, (iiB) the ownership interest therein of the REIT, in each such Subsidiary and (iiiC) if not wholly owned by the REITContributor, the identity and ownership interest of each of the other owners of such REIT Subsidiary. Each REIT real property owned or leased pursuant to a ground lease or operating lease by such Contributor is set forth on Exhibit A. Each Subsidiary of Contributor has been duly organized or formed and is validly existing and in good standing under the laws Laws of its jurisdiction of organization or formationorganization, as applicable, and has all power and authority to own, lease or and/or operate its property real properties and its other assets, and to carry on its business as presently conducted andconducted. Each Subsidiary of Contributor, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholeMaterial Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) i. Each of the REIT, the Operating Partnership and Merger Sub has been Seller is duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formationorganization and, as applicablein each case, and has all requisite power and authority to enter into this Agreement and the each agreement or other Formation Transaction Documentation document contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property property, as applicable, and its other assets, and to carry on its business as presently conducted andconducted. Each Seller, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeor Owner Material Adverse Effect. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary of the REIT (each a "REIT Subsidiary"), (ii) the ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of each of the other owners of such REIT Subsidiary. Each REIT Subsidiary has been Owner is a limited partnership duly organized or formed and is formed, validly existing and in good standing under the laws Laws of its jurisdiction of organization formation and has all requisite power and authority to enter into this Agreement and each agreement or formationother document contemplated by this Agreement, and to carry out the transactions contemplated hereby and thereby, and to own, lease and/or operate its property, as applicable, has all power and authority to ownits other assets, lease or operate its property and to carry on its business as presently conducted andconducted. Each Owner, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholean Owner Material Adverse Effect. (c) Merger Sub iii. The Purchaser has not incurred any liabilities or obligationsbeen provided complete and accurate copies of the Organizational Documents of each Owner and each General Partner, except those incurred as amended through the date hereof, and such Organizational Documents are in connection with its organization full force and with effect as of the negotiation of this Agreement and the performance date hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has have not engaged in any business activities of any type been further modified or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby)amended.

Organization; Authority. (a) Each of the REIT, the Operating Partnership and Merger Sub Xxxxxxx Entities has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation organization and has all requisite power and authority to enter into each agreement or formationdocument included in or contemplated by the Formation Transaction Documentation (including any agreement, document and instrument executed and delivered by or on its behalf pursuant to any Formation Transaction Documentation) and to carry out the transactions contemplated thereby, and to carry on its business as applicablepresently conducted. Each Xxxxxxx Entity, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Schedule 1.01 sets forth as of the date hereof with respect to each Xxxxxxx Entity (i) each Subsidiary of such Xxxxxxx Entity, (ii) the ownership interest of each Xxxxxxx Entity in each Subsidiary, (iii) if not wholly owned by a Xxxxxxx Entity, the identity and ownership interest of each of the other owners of such Subsidiary, and (iv) each Property owned by each Xxxxxxx Entity or its Subsidiaries. Each Subsidiary of the Xxxxxxx Entities has been duly organized and is validly existing and is in good standing under the Laws of its jurisdiction of organization, and has all requisite power and authority to enter this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property Properties and to carry on its business as presently conducted andconducted. Each Subsidiary of the Xxxxxxx Entities, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Properties make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect. Except as set forth on the REIT and the REIT Subsidiaries (defined belowSchedule 1.01(b), taken as a whole. (b) Schedule 3.01(b) sets forth as none of the date hereof, (i) each Subsidiary of the REIT (each a "REIT Subsidiary"), (ii) the Xxxxxxx Entities or its Subsidiaries own any material equity or ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of each of the in any other owners of such REIT Subsidiary. Each REIT Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholePerson. (c) Merger Sub has not incurred any liabilities or obligationsThe Consolidated Entities have been provided complete and accurate copies of the Organizational Documents of each Xxxxxxx Entity, except those incurred as amended through the date hereof, and such Organizational Documents are in connection with its organization full force and with effect as of the negotiation of this Agreement and the performance date hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has have not engaged in any business activities of any type been further modified or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby)amended.

Organization; Authority. (a) Each of the REITThe Transferor is a limited partnership duly organized, the Operating Partnership and Merger Sub has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction the State of incorporation or formation, as applicableDelaware, and has all requisite power and authority to enter into this Agreement, each agreement contemplated hereby and to carry out the transactions contemplated hereby and thereby. The Transferor has all requisite power and authority to enter into this Agreement and the other Formation Transaction Documentation all agreements contemplated hereby to which it is party and to carry out the transactions contemplated hereby and thereby, and to own, lease or operate its property assets and to carry on its business as presently conducted and, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeTransferor Material Adverse Effect. (b) Schedule 3.01(bSection 4.01(b) of the Transferor Disclosure Letter, sets forth as of the date hereof, with respect to the Transferor, (i) the name and the jurisdiction of organization or incorporation, as the case may be, of each Subsidiary of the REIT Transferor (each each, a "REIT “Transferor Subsidiary"), ”) and (ii) the ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of Transferor or other Transferor Subsidiary in each of the other owners of such REIT Transferor Subsidiary. Each REIT Transferor Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholeTransferor Material Adverse Effect. (c) Merger Sub has not incurred any liabilities The Transferor or obligations, except those incurred Transferor Subsidiaries own the equity interests in connection with its organization and the Persons set forth on Section 4.01(c) of the Transferor Disclosure Letter (together with the negotiation Subsidiaries of this Agreement and such Persons, the performance hereof and “JV Entities”) in the consummation stated percentage set forth on Section 4.01(c) of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby)Transferor Disclosure Letter.

Organization; Authority. (a) Each of the REIT, the Operating Partnership YIP and Merger Sub each SAE Entity Member has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, formation and has all requisite power and authority to enter into this Agreement and the other Formation Transaction Documentation Agreement, each agreement contemplated hereby and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate its property Property and to carry on its business as presently conducted andconducted. YIP and each SAE Entity Member, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of a Property make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have a YIP Material Adverse Effect or a SAE Entity Member Material Adverse Effect, as applicable. (b) Schedule 4.01(b) sets forth as of the date hereof with respect to YIP (i) each Subsidiary of YIP (each a “YIP Subsidiary”), (ii) the ownership interest therein of YIP, (iii) if not wholly owned by YIP, the identity and ownership interest of each of the other owners of such Subsidiary, and (iv) each office, or other property owned by such Subsidiary or leased pursuant to a ground lease (each a “Property”). Each YIP Subsidiary has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of organization, and has all power and authority to own, lease and/or operate its Property and to carry on its business as presently conducted. Each YIP Subsidiary, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Property make such qualification necessary, other than in such jurisdictions where the failure to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeYIP Material Adverse Effect. (bc) Schedule 3.01(b4.01(c) sets forth as of the date hereof, hereof with respect to each SAE Entity Member (i) each Subsidiary of the REIT SAE Entity Members (each a "REIT “SAE Entity Member Subsidiary"”), (ii) the ownership interest therein of the REITeach SAE Entity Member, and (iii) if not wholly owned by the REITa SAE Entity Member, the identity and ownership interest of each of the other owners of such REIT Subsidiary, and (iv) each Property. Each REIT SAE Entity Member Subsidiary has been duly organized or formed and is validly existing and is in good standing under the laws Laws of its jurisdiction of organization or formationorganization, as applicable, and has all power and authority to own, lease or and/or operate its property Property and to carry on its business as presently conducted andconducted. Each SAE Entity Member Subsidiary, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Property make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholeSAE Entity Member Material Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REIT, the Operating Partnership and Merger Sub Xxxxxx Entities has been duly organized or formed and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, organization and has all requisite power and authority to enter this Agreement and into each agreement or other document contemplated by the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or and/or operate each of its property Properties and to carry on its business as presently conducted andconducted. Each Xxxxxx Entity, to the extent required under applicable LawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Properties make such qualification necessary, other than in such jurisdictions where the failure failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries (defined below), taken as a wholeMaterial Adverse Effect. (b) Schedule 3.01(b1.01(b) sets forth as of the date hereof, hereof with respect to each Xxxxxx Entity (i) each Subsidiary of the REIT (each a "REIT Subsidiary")Xxxxxx Entity, (ii) the ownership interest therein of the REITeach Xxxxxx Entity in each Subsidiary, and (iii) if not wholly owned by the REITa Xxxxxx Entity, the identity and ownership interest of each of the other owners of such REIT Subsidiary, and (iv) each Property owned or leased pursuant to a ground lease by each Xxxxxx Entity or a Subsidiary. Each REIT Subsidiary of the Xxxxxx Entities has been duly organized or formed and is validly existing and is in good standing under the laws Laws of its jurisdiction of organization or formationorganization, as applicable, and has all power and authority to own, lease or and/or operate its property Properties and other assets and to carry on its business as presently conducted andconducted. Each Subsidiary of the Xxxxxx Entities, to the extent required under applicable lawLaws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property Properties and other assets make such qualification necessary, except where the failure other than such failures to be so qualified as would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholeMaterial Adverse Effect. (c) Merger Sub has not incurred any liabilities or obligations, except those incurred in connection with its organization and with the negotiation of this Agreement and the performance hereof and the consummation of the transactions contemplated hereby, including the Merger. Except in connection with the transactions contemplated by this Agreement, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued and outstanding equity interests of Merger Sub are beneficially and of record owned by the Operating Partnership and Xxxxxxx Xxxxxx, LLC, a Delaware limited liability company and REIT Subsidiary, free and clear of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby).

Organization; Authority. (a) Each of the REITBlackstone Parties, the Operating Partnership Acquirer Entities and Merger Sub has any Subsidiaries of the Acquirer Entities (after giving effect to the Argon Reorganization) have been or, if not in existence on the date hereof, as of the Closing will be, (i) duly organized incorporated or formed and is (ii) validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. Where applicable, each of the Blackstone Parties, the Acquirer Entities and any Subsidiaries of the Acquirer Entities (after giving effect to the Argon Reorganization) is or, if not in existence on the date hereof, as applicableof the Closing will be, and has all requisite power and authority to enter this Agreement and the (i) duly qualified or licensed as a foreign corporation, partnership or other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable Law, is qualified entity to do business and is (ii) in good standing in each jurisdiction in which the nature of its business or the character of its property make properties makes such qualification or license necessary, other than and each of the Blackstone Parties, the Acquirer Entities and any Subsidiaries of the Acquirer Entities (after giving effect to the Argon Reorganization) has or, if not in such jurisdictions where the failure to be so qualified would not have a material adverse effect existence on the REIT and the REIT Subsidiaries (defined below), taken as a whole. (b) Schedule 3.01(b) sets forth as of the date hereof, (i) each Subsidiary as of the REIT (each a "REIT Subsidiary")Closing will have, (ii) the ownership interest therein of the REIT, and (iii) if not wholly owned by the REIT, the identity and ownership interest of each of the other owners of such REIT Subsidiary. Each REIT Subsidiary has been duly organized or formed and is validly existing under the laws of its jurisdiction of organization or formation, as applicable, has all full power and authority necessary to own, lease or operate own all of its property properties and assets and to carry on its business as presently conducted and, to the extent required under applicable law, it is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessarynow being conducted, except where the failure to be so qualified qualified, licensed or in good standing or to have such power or authority (as applicable) would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the REIT and the REIT Subsidiaries taken as a wholean Acquirer Material Adverse Effect. (cb) Merger Sub Each of the Blackstone Parties and the Acquirer Entities has or, if not incurred any liabilities or obligationsin existence on the date hereof, except those incurred in connection with as of the Closing will have, full right, authority and power under its organization respective Organizational Documents to execute and with deliver this Agreement and the negotiation Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of the Blackstone Parties and the Acquirer Entities of this Agreement and each such Ancillary Agreement, the performance hereof by each of the Blackstone Parties and the Acquirer Entities of its respective obligations hereunder and thereunder, and the consummation of the transactions contemplated herebyhereby and thereby have been or, including if not in existence on the Merger. Except date hereof, as of the Closing will have been, duly authorized by all necessary action, if any, of the Blackstone Parties or the Acquirer Entities, as applicable and the partners or members thereof, and no other action on the part of the Blackstone Parties or the Acquirer Entities, as applicable, or any partners or member thereof is or, if not in existence on the date hereof, as of the Closing will be, required in connection with the transactions contemplated by this Agreementherewith or therewith. (c) This Agreement and each such Ancillary Agreements have been (or will have been, Merger Sub has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any Person, or become subject to or bound by any obligation or undertaking. All of the issued when executed) duly and outstanding equity interests of Merger Sub are beneficially validly executed and of record owned delivered by the Operating Partnership Blackstone Parties and Xxxxxxx Xxxxxxthe Acquirer Entities, LLCas applicable, a Delaware limited liability company and REIT Subsidiary(assuming the due authorization, free execution and clear delivery of all Liens (other than Liens created by this Agreement and the transactions contemplated hereby)Ancillary Agreements by the other parties hereto and thereto) constitute (or will constitute, when executed) a valid and legally binding obligation of the Blackstone Parties and the Acquirer Entities enforceable against each such party in accordance with their respective terms, except as may be affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or (ii) injunctive relief and equitable principles, regardless of whether enforcement is sought in equity or at law.