Common use of COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER Clause in Contracts

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. Section 6.1 Conduct of Business by CCIT III. (a) CCIT III covenants and agrees that, between the date of this Agreement and the earlier to occur of the Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (1) to the extent required by applicable Law, (2) as may be consented to in advance in writing by CMFT (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated by this Agreement, or (4) as set forth in Section 6.1(a) of the CCIT III Disclosure Letter, CCIT III shall, and shall cause each CCIT III Subsidiary to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use all reasonable efforts to (A) preserve intact its current business organization, goodwill, ongoing businesses and significant relationships with third parties, (B) maintain the status of CCIT III as a REIT and (C) maintain its material assets and properties in their current condition (normal wear and tear and damage excepted). (b) Without limiting the foregoing, CCIT III further covenants and agrees that, during the Interim Period, except (1) to the extent required by applicable Law, (2) as may be consented to in advance in writing by CMFT (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated by this Agreement, or (4) as set forth in Section 6.1(b) of the CCIT III Disclosure Letter, CCIT III shall not, and shall not cause or permit any CCIT III Subsidiary to, do any of the following: (i) amend or propose to amend the CCIT III Governing Documents or such equivalent organizational or governing documents of any CCIT III Subsidiary, or waive the stock ownership limit or create an Excepted Holder Limit (as defined in the CCIT III Charter) under the CCIT III Charter; (ii) adjust, split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of CCIT III or any CCIT III Subsidiary; (iii) declare, set aside or pay any dividend on or make any other actual, constructive or deemed distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of CCIT III or any CCIT III Subsidiary or other equity securities or ownership interests in CCIT III or any CCIT III Subsidiary or otherwise make any payment to its or their stockholders or other equity holders in their capacity as such, except for (A) the declaration and payment by CCIT III of dividends in an amount less than or equal to an annual rate of five percent (5.0%) of CCIT III’s net asset value as of June 30, 2020, ratably over the calendar year, (B) the declaration and payment of dividends or other distributions to CCIT III by any directly or indirectly Wholly Owned CCIT III Subsidiary, and (C) distributions by any CCIT III Subsidiary that is not wholly owned, directly or indirectly, by CCIT III, in accordance with the requirements of the organizational documents of such CCIT III Subsidiary; provided, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(b)(iii), CCIT III and any CCIT III Subsidiary shall be permitted to make distributions, including under Sections 858 or 860 of the Code, reasonably necessary for CCIT III to maintain its status as a REIT under the Code (or applicable state Law) and avoid or reduce the imposition of any entity level income or excise Tax under the Code (or applicable state Law); (iv) other than the withholding of shares to satisfy withholding Tax obligations in respect of CCIT III Restricted Share Awards outstanding as of the date of this Agreement in accordance with their terms and the CCIT III Equity Incentive Plan in effect on the date of this Agreement, redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of CCIT III or a CCIT III Subsidiary or securities convertible or exchangeable into or exercisable therefor; (v) except for transactions among CCIT III and one or more Wholly Owned CCIT III Subsidiaries or among one or more Wholly Owned CCIT III Subsidiaries, issue, sell, pledge, dispose, encumber or grant any shares of CCIT III or any of the CCIT III Subsidiaries’ capital stock or equity interests, or authorize the issuance, sale, pledge, disposition, grant, transfer or any Lien against, or otherwise enter into any Contract or understanding with respect to the voting of, any shares of CCIT III or any of the CCIT III Subsidiaries’ capital stock or equity interests, or any options, warrants, convertible securities or other rights of any kind to acquire any capital stock of CCIT III or any of the capital stock or other equity interests of any CCIT III Subsidiary; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets), or sell, pledge, lease, assign, transfer, dispose of or effect a deed in lieu of foreclosure with respect to, or permit or suffer to exist the creation of any Lien upon, any material property or assets, except (A) acquisitions by CCIT III or any Wholly Owned CCIT III Subsidiary of or from an existing Wholly Owned CCIT III Subsidiary, (B) acquisitions or dispositions in the ordinary course of business for consideration less than ten percent (10.0%) of the equity value of CCIT III per such acquisition or disposition, (C) any disposition of a real property asset for consideration greater than or equal to ninety percent (90%) of the net asset value assigned to such real property asset by the then most recent third party appraisal with respect to such property and (D) leases and Liens in the ordinary course of business; (vii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or guarantee such Indebtedness of another Person (other than a Wholly Owned CCIT III Subsidiary), or issue, sell or amend the terms of any debt securities or rights to acquire any debt securities of CCIT III or any of the CCIT III Subsidiaries, except (A) Indebtedness incurred under CCIT III’s existing credit facility in the ordinary course of business, (B) refinancing of existing Indebtedness (provided, that the terms of such new Indebtedness shall not be materially more onerous on CCIT III compared to the existing Indebtedness and the principal amount of such replacement Indebtedness shall not be materially greater than the Indebtedness it is replacing) and (C) any mortgage Indebtedness in respect of any real property having a loan-to-value ratio not in excess of seventy-five percent (75%); (viii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than in the ordinary course of business and other than loans, advances or capital contributions to, or investments in, any Wholly Owned CCIT III Subsidiary; (ix) other than in the ordinary course of business, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any material rights or claims under, any CCIT III Material Contract (or any Contract that, if existing as of the date hereof, would be a CCIT III Material Contract), in any material respect, other than (A) any termination or renewal in accordance with the terms of any existing CCIT III Material Contract that occurs automatically without any action (other than notice of renewal) by CCIT III or any CCIT III Subsidiary or (B) as may be reasonably necessary to comply with the terms of this Agreement; (x) authorize, make or commit to make any material capital expenditures other than in the ordinary course of business or to address obligations under existing Contracts, or in conjunction with emergency repairs; (xi) make any payment, direct or indirect, of any liability of CCIT III or any CCIT III Subsidiary before the same comes due in accordance with its terms, other than (A) in the ordinary course of business or (B) in connection with dispositions or refinancings of any Indebtedness otherwise permitted hereunder; (xii) waive, release, assign, settle or compromise any material Action, other than waivers, releases, assignments, settlements or compromises that (A) (I) involve only the payment of monetary damages in an amount (less any portion of such payment payable under an existing property-level insurance policy or reserved for such matter by the CCIT III on the most recent balance sheet included in the CCIT III SEC Documents as of the date of this Agreement) no greater than five hundred thousand dollars ($500,000) individually or two million dollars ($2,000,000) in the aggregate, (II) do not involve the imposition of injunctive relief against CCIT III or any CCIT III Subsidiary or the Surviving Entity and (III) do not provide for any admission of material liability by CCIT III or any of the CCIT III Subsidiaries, or (B) are made with respect to any Action involving any present, former or purported holder or group of holders of CCIT III Common Stock in accordance with Section 7.6(c); (A) hire any employee or engage any independent contractor (who is a natural person), (B) grant any new awards under the CCIT III Equity Incentive Plan or amend or modify the terms of any CCIT III Restricted Share Awards outstanding as of the date of this Agreement or (C) become a party to, enter into or otherwise adopt any employment, bonus, severance or retirement Contract or Benefit Plan or other compensation or employee benefits arrangement, except as may be required to comply with applicable Law; (xiv) fail to maintain all financial books and records in all material respects in accordance with GAAP or make any material change to its methods of accounting in effect on January 1, 2020, except as required by a change in GAAP or in applicable Law, or make any change with respect to accounting policies, principles or practices unless required by GAAP; (xv) enter into any new line of business; (xvi) form any new, or consent to any amendment or modification of the terms of existing, funds, joint ventures or non-traded real estate investment trusts or other pooled investment vehicles; (xvii) fail to duly and timely file all material reports and other material documents required to be filed with any Governmental Authority, subject to extensions permitted by Law; (xviii) enter into or modify in a manner adverse to CCIT III any CCIT III Tax Protection Agreement; make, change or rescind any material election relating to Taxes; change a material method of Tax accounting; file or amend any material Tax Return; settle or compromise any material federal, state, local or foreign Tax liability, audit, claim or assessment; enter into any material closing agreement related to Taxes; knowingly surrender any right to claim any material Tax refund; give or request any waiver of a statute of limitations with respect to any material Tax Return except, in each case, (A) to the extent required by Law or (B) to the extent necessary (x) to preserve CCIT III’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any CCIT III Subsidiary as a disregarded entity or partnership for United States federal income tax purposes or as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xix) take any action that would, or fail to take any action, the failure of which to be taken would, reasonably be expected to cause CCIT III to fail to qualify as a REIT or any CCIT III Subsidiary to cease to be treated as any of (A) a partnership or disregarded entity for United States federal income tax purposes or (B) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xx) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization except in connection with any transaction permitted by Section 6.1(b)(vi) in a manner that would not reasonably be expected to be materially adverse to CCIT III or to prevent or impair the ability of CCIT III to consummate the Merger; (xxi) make any payment, loan, distribution or transfer of assets to CCIT III Advisor or its Affiliates (other than CCIT III and any CCIT III Subsidiary) except in such amount and as expressly contemplated by this Agreement or the CCIT III Advisory Agreement; (xxii) take any action (or fail to take any action) that would make dissenters’, appraisal or similar rights available to the holders of the CCIT III Common Stock with respect to the Merger or any other transactions contemplated by this Agreement; (xxiii) amend or modify the engagement letter with the CCIT III Financial Advisor to increase compensation to the CCIT III Financial Advisor or engage other financial advisors in connection with the transactions contemplated by this Agreement, provided that CCIT III may engage other financial advisors in the event the CCIT III Special Committee determines in good faith that any such other financial advisor should be engaged due to conflict considerations; or (xxiv) authorize, or enter into any Contract or arrangement to do any of the foregoing. (c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit CCIT III from taking any action, or refraining to take any action, at any time or from time to time (i) if, in the reasonable judgment of the CCIT III Board, such action or inaction is reasonably necessary (A) for CCIT III to avoid or to continue to avoid incurring entity level income or excise Taxes under the Code (or applicable state Law) or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Merger Effective Time or (B) to establish or maintain any exemption from or otherwise avoid the imposition of any requirement that CCIT III or any CCIT III Subsidiary be registered as an investment company under the Investment Company Act, including in the case of clause (A), making dividend or any other actual, constructive or deemed distribution payments to stockholders of CCIT III in accordance with this Agreement or otherwise as permitted pursuant to Section 6.1(b)(iii), or (ii) to take actions in good faith to respond to the actual or anticipated effects of COVID-19 or the COVID-19 Measures on CCIT III or any CCIT III Subsidiary, including changes in relationships with partners, financing sources, directors, officers, consultants, Affiliates, agents and other business partners.

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. Section 6.1 Conduct of Business by CCIT STAR III. (a) CCIT STAR III covenants and agrees that, between the date of this Agreement and the earlier to occur of the Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (1) to the extent required by applicable Law, (2) as may be consented to in advance in writing by CMFT STAR (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated contemplated, expressly required or expressly permitted by this Agreement, or (4) as set forth in Section 6.1(a) or Section 6.1(b) of the CCIT STAR III Disclosure Letter, CCIT each of the STAR III Parties shall, and shall cause each CCIT of the other STAR III Subsidiary Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use all reasonable efforts to (A) preserve intact its current business organization, goodwill, ongoing businesses and significant relationships with third parties, parties and (B) maintain the status of CCIT STAR III as a REIT and (C) maintain its material assets and properties in their current condition (normal wear and tear and damage excepted)REIT. (b) Without limiting the foregoing, CCIT STAR III further covenants and agrees that, during the Interim Period, except (1) to the extent required by applicable Law, (2) as may be consented to in advance in writing by CMFT STAR (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated contemplated, expressly required or expressly permitted by this Agreement, or (4) as set forth in Section 6.1(a) or Section 6.1(b) of the CCIT STAR III Disclosure Letter, CCIT the STAR III Parties shall not, and shall not cause or permit any CCIT other STAR III Subsidiary to, do any of the following: (i) amend or propose to amend (A) the CCIT STAR III Governing Documents or (B) such equivalent organizational or governing documents of any CCIT STAR III Subsidiary, or (C) waive the stock ownership limit or create an Excepted Holder Limit (as defined in the CCIT STAR III Charter) under the CCIT STAR III Charter; (ii) adjust, split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of CCIT STAR III or any CCIT STAR III Subsidiary; (iii) declare, set aside or pay any dividend on or make any other actual, constructive or deemed distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of CCIT STAR III or any CCIT STAR III Subsidiary or other equity securities or ownership interests in CCIT STAR III or any CCIT STAR III Subsidiary or otherwise make any payment to its or their stockholders or other equity holders in their capacity as such, except for (A) the declaration and payment by CCIT STAR III of regular dividends in an amount less than accordance with past practice at a daily rate not to exceed $0.004098 per share of STAR III Class A Common Stock, $0.004098 per share of STAR III Class R Common Stock, or equal $0.004098 per share of STAR III Class T Common Stock, each such daily rate as may be adjusted to an annual rate of five percent (5.0%) of CCIT III’s net asset value as of June 30, 2020, ratably over the calendar account for a 365-day year, (B) the declaration and payment by the STAR III Operating Partnership of regular distributions in accordance with past practice and for any interim period through the Closing Date, on the STAR III OP Units, (C) the declaration and payment of dividends or other distributions to CCIT STAR III by any directly or indirectly Wholly Owned CCIT STAR III Subsidiary, and (CD) distributions by any CCIT STAR III Subsidiary that is not wholly owned, directly or indirectly, by CCIT STAR III, in accordance with the requirements of the organizational documents of such CCIT STAR III Subsidiary; provided, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(b)(iii), CCIT STAR III and any CCIT STAR III Subsidiary shall be permitted to make distributions, including under Sections 858 or 860 of the Code, reasonably necessary for CCIT STAR III to maintain its status as a REIT under the Code (or applicable state Law) and avoid or reduce the imposition of any entity level income or excise Tax under the Code (or applicable state Law)Code; (iv) other than the withholding of shares to satisfy withholding Tax obligations in respect of CCIT III Restricted Share Awards outstanding as of the date of this Agreement in accordance with their terms and the CCIT STAR III Equity Incentive Plan in effect SRP set forth on Section 6.1(b)(iv) of the date of this AgreementSTAR III Disclosure Letter, redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of CCIT STAR III or a CCIT STAR III Subsidiary or securities convertible or exchangeable into or exercisable thereforSubsidiary; (v) except for transactions among CCIT STAR III and one or more Wholly Owned CCIT STAR III Subsidiaries or among one or more Wholly Owned CCIT STAR III Subsidiaries, issue, sell, pledge, dispose, encumber or grant any shares of CCIT STAR III or any of the CCIT STAR III Subsidiaries’ capital stock or equity interests(including the STAR III OP Units), or authorize the issuance, sale, pledge, disposition, grant, transfer or any Lien against, or otherwise enter into any Contract or understanding with respect to the voting of, any shares of CCIT III STAR or any of the CCIT III STAR Subsidiaries’ capital stock or equity interests(including the STAR OP Interests, or any options, warrants, convertible securities or other rights of any kind to acquire any capital stock shares of CCIT STAR III Capital Stock or any of the STAR III Subsidiaries’ capital stock or other equity interests of any CCIT III Subsidiaryinterests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets)) any material assets, except (A) acquisitions by STAR or any Wholly Owned STAR Subsidiary of or from an existing Wholly Owned STAR Subsidiary and (B) other acquisitions in the ordinary course of business; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, or permit or suffer to exist the creation of any Lien upon, any material property or assets, except (A) acquisitions by CCIT III or any Wholly Owned CCIT III Subsidiary of or from an existing Wholly Owned CCIT III Subsidiary, (B) acquisitions or dispositions in the ordinary course of business for consideration less than ten percent consistent with past practice, provided that any sale, mortgage, pledge, lease, assignment, transfer, disposition or deed in connection with (10.0%x) the satisfaction of any margin call, or (y) the equity value posting of CCIT collateral in connection with any Contract to which STAR III per such acquisition or dispositionany STAR III Subsidiary is a party, (C) any disposition of a real property asset for consideration greater than or equal shall be considered to ninety percent (90%) of the net asset value assigned to such real property asset by the then most recent third party appraisal with respect to such property and (D) leases and Liens be done in the ordinary course of businessbusiness consistent with past practice; (viiviii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or guarantee such Indebtedness of another Person (other than a Wholly Owned CCIT III Subsidiary)Person, or issue, sell or amend the terms of any debt securities or rights to acquire any debt securities of CCIT III STAR or any of the CCIT III STAR Subsidiaries, except (A) Indebtedness incurred under CCIT STAR III’s then-existing credit facility facilities in the ordinary course of businessbusiness consistent with past practice (including to the extent necessary to pay dividends permitted by Section 6.1(b)(iii)), (B) Indebtedness incurred in the ordinary course of business that does not, in the aggregate, exceed $1,000,000, and (C) refinancing of existing Indebtedness (provided, that the terms of such new Indebtedness shall not be materially more onerous on CCIT STAR III compared to the existing Indebtedness and the principal amount of such replacement Indebtedness shall not be materially greater than the Indebtedness it is replacing) and (C) any mortgage Indebtedness in respect of any real property having a loan-to-value ratio not in excess of seventy-five percent (75%); (viiiix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than in the ordinary course of business and other than loans, advances or capital contributions to, or investments in, any Wholly Owned CCIT STAR III Subsidiary; (ixx) other than in the ordinary course of business, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any material rights or claims under, any CCIT STAR III Material Contract (or any Contract that, if existing as of the date hereof, would be a CCIT STAR III Material Contract), in any material respect, other than (A) any termination or renewal in accordance with the terms of any existing CCIT STAR III Material Contract that occurs automatically without any action (other than notice of renewal) by CCIT STAR III or any CCIT STAR III Subsidiary or (B) as may be reasonably necessary to comply with the terms of this Agreement; (xxi) except as set forth on Section 6.1(b)(xi) of the STAR III Disclosure Letter, authorize, make or commit to make any material capital expenditures other than in the ordinary course of business or to address obligations under existing Contracts, or in conjunction with emergency repairs; (xixii) make any payment, direct or indirect, of any liability of CCIT STAR III or any CCIT STAR III Subsidiary before the same comes due in accordance with its terms, other than (A) in the ordinary course of business consistent with past practice or (B) in connection with dispositions or refinancings of any Indebtedness otherwise permitted hereunder; (xiixiii) waive, release, assign, settle or compromise any material Action, other than waivers, releases, assignments, settlements or compromises that (A) (I) with respect to the payment of monetary damages, involve only the payment of monetary damages in an amount (less excluding any portion of such payment payable under an existing property-level insurance policy policy) (x) equal to or less than the amounts specifically reserved for such matter by the CCIT III with respect thereto on the most recent balance sheet included in the CCIT of STAR III SEC Documents as of made available to STAR prior to the date of this AgreementAgreement or (y) no greater than five hundred thousand dollars (that do not exceed $500,000) 500,000 individually or two million dollars ($2,000,000) 1,000,000 in the aggregate, (IIB) do not involve the imposition of injunctive relief against CCIT STAR III or any CCIT STAR III Subsidiary or the Surviving Entity and Entity, (IIIC) do not provide for any admission of material liability by CCIT STAR III or any of the CCIT STAR III Subsidiaries, or excluding in each case any such matter relating to Taxes (Bwhich, for the avoidance of doubt, shall be covered by Section 6.1(b)(xix)), and (D) are made with respect to any Action involving any present, former or purported holder or group of holders of CCIT STAR III Common Stock in accordance with Section 7.6(c); (xiv) (A) hire increase in any employee manner the amount, rate or engage terms of compensation or benefits of any independent contractor (who is a natural person)of STAR III’s current or former employees, officers or directors, except for increases in annual salary or wage rate in the ordinary course of business consistent with past practice and except for reasonable compensation that may be payable to the members of the STAR III Special Committee, or (B) grant any new awards under the CCIT III Equity Incentive Plan or enter into, adopt, amend or modify the terms of any CCIT III Restricted Share Awards outstanding as of the date of this Agreement or (C) become a party to, enter into or otherwise adopt terminate any employment, bonus, severance or retirement Contract or Benefit Plan or other compensation or employee benefits arrangement, except as may be required to comply with applicable Law; (xivxv) fail to maintain all financial books and records in all material respects in accordance with GAAP or make any material change to its methods of accounting in effect on January August 1, 20202019, except as required by a change in GAAP or in applicable Law, or make any change with respect to accounting policies, principles or practices unless required by GAAPGAAP or the SEC; (xvxvi) enter into any new line of business; (xvixvii) form any new, or consent to any amendment or modification of the terms of existing, funds, joint ventures or non-traded real estate investment trusts or other pooled investment vehicles; (xviixviii) fail to duly and timely file all material reports and other material documents required to be filed with any Governmental Authority, subject to extensions permitted by Law; (xviiixix) enter into or modify in a manner adverse to CCIT STAR III any CCIT STAR III Tax Protection Agreement; , make, change or rescind any material election relating to Taxes; Taxes (other than making its initial REIT election), change a material method of Tax accounting; , file or amend any material Tax Return; , settle or compromise any material federal, state, local or foreign Tax liability, audit, claim or assessment; , enter into any material closing agreement related to Taxes; , or knowingly surrender any right to claim any material Tax refund; , give or request any waiver of a statute of limitations limitation with respect to any material Tax Return except, in each case, (A) to the extent required by Law or (B) to the extent necessary (x) to preserve CCIT STAR III’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any CCIT STAR III Subsidiary as a disregarded entity or partnership for United States federal income tax purposes or as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xixxx) take any action that would, or fail to take any action, the failure of which to be taken would, reasonably be expected to cause CCIT STAR III to fail to qualify as a REIT or any CCIT STAR III Subsidiary to cease to be treated as any of (A) a partnership or disregarded entity for United States federal income tax purposes or (B) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxxxi) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization except in connection with any transaction permitted by Section 6.1(b)(vi) or Section 6.1(b)(vii) in a manner that would not reasonably be expected to be materially adverse to CCIT III STAR or to prevent or impair the ability of CCIT III the STAR Parties to consummate the Merger; (xxixxii) amend or modify the engagement letters entered into with the Persons listed on Section 4.18 of the STAR III Disclosure Letter, in a manner adverse to STAR III or any STAR III Subsidiary, or engage other financial advisers in connection with the transactions contemplated by this Agreement; (xxiii) make any payment, loan, distribution or transfer of assets to CCIT STAR III Advisor or its Affiliates (other than CCIT STAR III and any CCIT STAR III Subsidiary) except in such amount and as expressly contemplated by this Agreement or the CCIT STAR III Advisory Agreement; (xxiixxiv) take any action (or fail to take any action) that would make dissenters’, appraisal or similar rights available to the holders of the CCIT STAR III Common Stock with respect to the Merger or any other transactions contemplated by this AgreementMerger; (xxiiixxv) amend or modify the engagement letter with the CCIT III Financial Advisor to increase compensation to the CCIT III Financial Advisor or engage permit any Liens, other financial advisors in connection with the transactions contemplated by this Agreement, provided that CCIT III may engage other financial advisors in the event the CCIT III Special Committee determines in good faith that any such other financial advisor should be engaged due to conflict considerationsthan Permitted Liens; or (xxivxxvi) authorize, or enter into any Contract or arrangement to do any of the foregoing. (c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit CCIT STAR III from taking any action, or refraining to take any action, at any time or from time to time (i) iftime, that in the reasonable judgment of the CCIT STAR III Board, such action or inaction upon advice of counsel to STAR III, is reasonably necessary (Ai) for CCIT STAR III to avoid or to continue to avoid incurring entity level income or excise Taxes under the Code (or applicable state Law) or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Merger Effective Time or (Bii) to establish or maintain any exemption from or otherwise avoid the imposition of any requirement that CCIT STAR III or any CCIT STAR III Subsidiary be registered as an investment company under the Investment Company Act, including in the case of clause (A)each case, making dividend or any other actual, constructive or deemed distribution payments to stockholders of CCIT STAR III in accordance with this Agreement or otherwise as permitted pursuant to Section 6.1(b)(iii), or (ii) to take actions in good faith to respond to the actual or anticipated effects of COVID-19 or the COVID-19 Measures on CCIT III or any CCIT III Subsidiary, including changes in relationships with partners, financing sources, directors, officers, consultants, Affiliates, agents and other business partners.

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. Section 6.1 Conduct of Business by CCIT IIISOR II. (a) CCIT III SOR II covenants and agrees that, between the date of this Agreement and the earlier to occur of the Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (1) to the extent required by applicable Law, (2) as may be consented to in advance in writing by CMFT SOR (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated contemplated, expressly required or expressly permitted by this Agreement, or (4) as set forth in Section 6.1(a) 6.1 of the CCIT III SOR II Disclosure Letter, CCIT III SOR II shall, and shall cause each CCIT III Subsidiary of the SOR II Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use all reasonable efforts to (A) preserve intact its current business organization, goodwill, ongoing businesses and significant relationships with third parties, parties and (B) maintain the status of CCIT III SOR II as a REIT and (C) maintain its material assets and properties in their current condition (normal wear and tear and damage excepted)REIT. (b) Without limiting the foregoing, CCIT III further SOR II covenants and agrees that, during the Interim Period, except (1) to the extent required by applicable Law, (2) as may be consented to in advance in writing by CMFT SOR (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated contemplated, expressly required or expressly permitted by this Agreement, or (4) as set forth in Section 6.1(b) 6.1 of the CCIT III SOR II Disclosure Letter, CCIT III SOR II shall not, and shall not cause or permit any CCIT III SOR II Subsidiary to, do any of the following: (i) (A) amend or propose to amend the CCIT III SOR II Governing Documents or such equivalent organizational or governing documents of any CCIT III SOR II Subsidiary, (B) amend the SOR II DRP or the SOR II SRP in a material manner or (C) waive the stock ownership limit or create an Excepted Holder Limit (as defined in the CCIT III SOR II Charter) under the CCIT III SOR II Charter; (ii) adjust, split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of CCIT III SOR II or any CCIT III SOR II Subsidiary; (iii) declare, set aside or pay any dividend on or make any other actual, constructive or deemed distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of CCIT III SOR II or any CCIT III SOR II Subsidiary or other equity securities or ownership interests in CCIT III SOR II or any CCIT III SOR II Subsidiary or otherwise make any payment to its or their stockholders or other equity holders in their capacity as such, except for (A) the declaration and payment by CCIT III SOR II of regular dividends in an amount less than accordance with past practice at a monthly rate not to exceed $0.00799167 per share of SOR II Common Stock, or equal to an annual rate of five percent (5.0%) of CCIT III’s net asset value as of June 30, 2020, ratably over the calendar yearquarterly equivalent thereof, (B) the declaration and payment by SOR II Operating Partnership of regular distributions in accordance with past practice and for any interim period through the Closing Date, on the partnership interests of the SOR II Operating Partnership, (C) the declaration and payment of dividends or other distributions to CCIT III SOR II by any directly or indirectly Wholly Owned CCIT III SOR II Subsidiary, and (CD) distributions by any CCIT III SOR II Subsidiary that is not wholly owned, directly or indirectly, by CCIT IIISOR II, in accordance with the requirements of the organizational documents of such CCIT III SOR II Subsidiary; provided, that SOR II may pay a dividend in excess of $0.00799167 per share in a given month in order to make up for any prior suspension or reduction of regular dividends occurring after the date of this Agreement so long as the total of all dividends paid after the date of this Agreement does not at any time exceed an average monthly rate of $0.00799167 per share; and provided further, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(b)(iii), CCIT III SOR II and any CCIT III SOR II Subsidiary shall be permitted to make distributions, including under Sections 858 or 860 of the Code, reasonably necessary for CCIT III SOR II to maintain its status as a REIT under the Code (or applicable state Law) and avoid or reduce the imposition of any entity level income or excise Tax under the Code (or applicable state Law)Code; (iv) other than the withholding of shares to satisfy withholding Tax obligations in respect of CCIT III Restricted Share Awards outstanding as of the date of this Agreement in accordance with their terms and the CCIT III Equity Incentive Plan in effect on the date of this Agreement, redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of CCIT III SOR II or a CCIT III Subsidiary or securities convertible or exchangeable into or exercisable thereforSOR II Subsidiary; provided, that, after the filing of the Form S-4, SOR II may effect “Special Redemptions” in accordance with (and as defined in) the SOR II SRP; (v) except (A) for transactions among CCIT III SOR II and one or more Wholly Owned CCIT III SOR II Subsidiaries or among one or more Wholly Owned CCIT III SubsidiariesSOR II Subsidiaries and (B) for issuances of SOR II Common Stock pursuant to the SOR II DRP after the filing of the Form S-4, issue, sell, pledge, dispose, encumber or grant any shares of CCIT III SOR II or any of the CCIT III SOR II Subsidiaries’ capital stock or equity interests(including the partnership interests of the SOR II Operating Partnership), or authorize the issuance, sale, pledge, disposition, grant, transfer or any Lien against, or otherwise enter into any Contract or understanding with respect to the voting of, any shares of CCIT III SOR II or any of the CCIT III SOR II Subsidiaries’ capital stock or equity interests(including the partnership interests of the SOR II Operating Partnership), or any options, warrants, convertible securities or other rights of any kind to acquire any capital stock shares of CCIT III SOR II Capital Stock or any of the SOR II Subsidiaries’ capital stock or other equity interests of any CCIT III Subsidiaryinterests; (vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets)) any material assets, except (A) acquisitions by SOR II or any Wholly Owned SOR II Subsidiary of or from an existing Wholly Owned SOR II Subsidiary and (B) other acquisitions in the ordinary course of business; (vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, or permit or suffer to exist the creation of any Lien upon, any material property or assets, except (A) acquisitions by CCIT III or any Wholly Owned CCIT III Subsidiary of or from an existing Wholly Owned CCIT III Subsidiary, (B) acquisitions or dispositions in the ordinary course of business for consideration less than ten percent business, provided that any sale, mortgage, pledge, lease, assignment, transfer, disposition or deed in connection with (10.0%A) the satisfaction of any margin call, (B) the equity value posting of CCIT III per such acquisition collateral in connection with any Contract to which SOR II or disposition, any SOR II Subsidiary is a party or (C) any disposition of a real property asset for consideration greater than transaction solely between or equal among Wholly Owned SOR II Subsidiaries, shall be considered to ninety percent (90%) of the net asset value assigned to such real property asset by the then most recent third party appraisal with respect to such property and (D) leases and Liens be done in the ordinary course of business; (viiviii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or guarantee such Indebtedness of another Person (other than a Wholly Owned CCIT III Subsidiary)Person, or issue, sell or amend the terms of any debt securities or rights to acquire any debt securities of CCIT III SOR II or any of the CCIT III SOR II Subsidiaries, except (A) Indebtedness incurred under CCIT IIISOR II’s then-existing credit facility facilities in the ordinary course of businessbusiness (including to the extent necessary to pay dividends permitted by Section 6.1(b)(iii)), (B) Indebtedness incurred in the ordinary course of business that does not, in the aggregate, exceed $1,000,000, and (C) refinancing of existing Indebtedness (provided, that the terms of such new Indebtedness shall not be materially more onerous on CCIT III SOR II compared to the existing Indebtedness and the principal amount of such replacement Indebtedness shall not be materially greater than the Indebtedness it is replacing) and (C) any mortgage Indebtedness in respect of any real property having a loan-to-value ratio not in excess of seventy-five percent (75%); (viiiix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than in the ordinary course of business and other than loans, advances or capital contributions to, or investments in, any Wholly Owned CCIT III SOR II Subsidiary; (ixx) other than in the ordinary course of business, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any material rights or claims under, any CCIT III SOR II Material Contract (or any Contract that, if existing as of the date hereof, would be a CCIT III SOR II Material Contract), in any material respect, other than (A) any termination or renewal in accordance with the terms of any existing CCIT III SOR II Material Contract that occurs automatically without any action (other than notice of renewal) by CCIT III SOR II or any CCIT III SOR II Subsidiary or (B) as may be reasonably necessary to comply with the terms of this Agreement; (xxi) authorize, make or commit to make any material capital expenditures other than in the ordinary course of business or to address obligations under existing Contracts, or in conjunction with emergency repairs; (xixii) make any payment, direct or indirect, of any liability of CCIT III SOR II or any CCIT III SOR II Subsidiary before the same comes due in accordance with its terms, other than (A) in the ordinary course of business or (B) in connection with dispositions or refinancings of any Indebtedness otherwise permitted hereunder; (xiixiii) waive, release, assign, settle or compromise any material Action, other than waivers, releases, assignments, settlements or compromises that (A) (I) with respect to the payment of monetary damages, involve only the payment of monetary damages in an amount (less excluding any portion of such payment payable under an existing property-level insurance policy policy) (x) equal to or less than the amounts specifically reserved for such matter by the CCIT III with respect thereto on the most recent balance sheet included in the CCIT III SEC Documents as of SOR II made available to SOR prior to the date of this AgreementAgreement or (y) no greater than five hundred thousand dollars (that do not exceed $500,000) 500,000 individually or two million dollars ($2,000,000) 1,000,000 in the aggregate, (IIB) do not involve the imposition of injunctive relief against CCIT III SOR II or any CCIT III SOR II Subsidiary or the Surviving Entity and Entity, (IIIC) do not provide for any admission of material liability by CCIT III SOR II or any of the CCIT III SOR II Subsidiaries, or excluding in each case any such matter relating to Taxes (Bwhich, for the avoidance of doubt, shall be covered by Section 6.1(b)(xix)), and (D) are made with respect to any Action involving any present, former or purported holder or group of holders of CCIT III SOR II Common Stock in accordance with Section 7.6(c); (xiv) (A) hire increase in any employee manner the amount, rate or engage terms of compensation or benefits of any independent contractor (who is a natural person)of SOR II’s current or former employees, officers or directors, except for increases in annual salary or wage rate in the ordinary course of business and except for reasonable compensation that may be payable to the members of the SOR II Special Committee, or (B) grant any new awards under the CCIT III Equity Incentive Plan or enter into, adopt, amend or modify the terms of any CCIT III Restricted Share Awards outstanding as of the date of this Agreement or (C) become a party to, enter into or otherwise adopt terminate any employment, bonus, severance or retirement Contract or Benefit Plan or other compensation or employee benefits arrangement, except as may be required to comply with applicable Law; (xivxv) fail to maintain all financial books and records in all material respects in accordance with GAAP or make any material change to its methods of accounting in effect on January 1, 2020the date hereof, except as required by a change in GAAP or in applicable Law, or make any change with respect to accounting policies, principles or practices unless required by GAAPGAAP or the SEC; (xvxvi) enter into any new line of business; (xvixvii) form any newnew fund, joint venture, non-traded real estate investment trust or other pooled investment vehicle, or consent to any material amendment or modification of the terms of existing, fundsan existing fund, joint ventures or venture, non-traded real estate investment trusts trust or other pooled investment vehiclesvehicle; (xviixviii) fail to duly and timely file all material reports and other material documents required to be filed with any Governmental Authority, subject to extensions permitted by Law; (xviiixix) enter into or modify in a manner adverse to CCIT III SOR II any CCIT III SOR II Tax Protection Agreement; , make, change or rescind any material election relating to Taxes; , change a material method of Tax accounting; , file or amend any material Tax Return; , settle or compromise any material federal, state, local or foreign Tax liability, audit, claim or assessment; , enter into any material closing agreement related to Taxes; , or knowingly surrender any right to claim any material Tax refund; , give or request any waiver of a statute of limitations limitation with respect to any material Tax Return except, in each case, (A) to the extent required by Law or (B) to the extent necessary (x) to preserve CCIT IIISOR II’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any CCIT III SOR II Subsidiary as a disregarded entity or partnership for United States federal income tax purposes or as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xixxx) take any action that would, or fail to take any action, the failure of which to be taken would, reasonably be expected to cause CCIT III SOR II to fail to qualify as a REIT or any CCIT III SOR II Subsidiary to cease to be treated as any of (A) a partnership or disregarded entity for United States federal income tax purposes or (B) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; (xxxxi) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization except in connection with any transaction permitted by Section 6.1(b)(vi) or Section 6.1(b)(vii) in a manner that would not reasonably be expected to be materially adverse to CCIT III SOR II or to prevent or impair the ability of CCIT III SOR II to consummate the Merger; (xxixxii) amend or modify the engagement letters entered into with the Persons listed on Section 4.18 of the SOR II Disclosure Letter, in a manner adverse to SOR II or any SOR II Subsidiary, or engage other financial advisers in connection with the transactions contemplated by this Agreement; (xxiii) make any payment, loan, distribution or transfer of assets to CCIT III Advisor or its Affiliates (other than CCIT III SOR II and any CCIT III SOR II Subsidiary) except in such amount and as expressly contemplated by this Agreement, the Termination Agreement or the CCIT III SOR II Advisory Agreement; (xxiixxiv) take any action (or fail to take any action) that would make dissenters’, appraisal or similar rights available to the holders of the CCIT III SOR II Common Stock with respect to the Merger or any other transactions contemplated by this AgreementMerger; (xxiiixxv) amend or modify the engagement letter with the CCIT III Financial Advisor to increase compensation to the CCIT III Financial Advisor or engage permit any Liens, other financial advisors in connection with the transactions contemplated by this Agreement, provided that CCIT III may engage other financial advisors in the event the CCIT III Special Committee determines in good faith that any such other financial advisor should be engaged due to conflict considerationsthan Permitted Liens; or (xxivxxvi) authorize, or enter into any Contract or arrangement to do any of the foregoing. (c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit CCIT III SOR II from taking any action, or refraining to take any action, at any time or from time to time (i) iftime, that in the reasonable judgment of the CCIT III SOR II Board, such action or inaction upon advice of counsel to SOR II, is reasonably necessary (Ai) for CCIT III SOR II to avoid or to continue to avoid incurring entity level income or excise Taxes under the Code (or applicable state Law) or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Merger Effective Time or (Bii) to establish or maintain any exemption from or otherwise avoid the imposition of any requirement that CCIT III SOR II or any CCIT III SOR II Subsidiary be registered as an investment company under the Investment Company Act, including in the case of clause (A)each case, making dividend or any other actual, constructive or deemed distribution payments to stockholders of CCIT III SOR II in accordance with this Agreement or otherwise as permitted pursuant to Section 6.1(b)(iii), or (ii) to take actions in good faith to respond to the actual or anticipated effects of COVID-19 or the COVID-19 Measures on CCIT III or any CCIT III Subsidiary, including changes in relationships with partners, financing sources, directors, officers, consultants, Affiliates, agents and other business partners.