CCP has an authorized capitalization of 300,000,000 shares of common stock, $0.01 par value per share (“ Common Stock ”), and 10,000,000 shares of preferred stock $0.01 par value per share (“ Preferred Stock ”).  All of the issued and outstanding shares of Common Stock of CCP have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar right.  There are no shares of Preferred Stock of CCP outstanding.  All of the issued and outstanding shares of capital stock or other equity interests of the Issuer and each Significant Subsidiary (as defined in Section 17 hereof) have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) nonassessable, were not issued in violation of any preemptive or similar right and, except as set forth in the Pricing Disclosure Package or the Offering Memorandum, are owned by CCP, directly or indirectly through one or more Subsidiaries (as defined in Section 17 hereof), free and clear of all Liens (as defined in Section 17 hereof), other than Liens (A) that will be discharged at or prior to the Closing Time or (B) that are not, individually or in the aggregate, reasonably likely to have a material adverse effect on the business, condition (financial or otherwise), results of operations or assets of CCP and its Subsidiaries, considered as one enterprise (a “ Material Adverse Effect ”).