Common use of Effective Times of the Mergers Clause in Contracts

Effective Times of the Mergers. (a) Subject to the terms and conditions of this Agreement, at the Closing, CNL Partnership shall file with the Secretary of State of the State of Delaware a certificate of merger in respect of the Partnership Merger (the “Certificate of Merger”) in such form as is required by, and executed in accordance with, the relevant provisions of the DRULPA and shall make all other filings or recordings required under the DRULPA. The Partnership Merger shall become effective at (i) such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or (ii) such later time as is agreed upon by Parent and the Company and specified in the Certificate of Merger. Such time is hereinafter referred to as the “Partnership Merger Effective Time.” (a) Subject to the terms and conditions of this Agreement, at the Closing and immediately after the Partnership Merger Effective Time, the Company and Merger Sub shall duly execute and shall file with the Department of Assessments and Taxation of the State of Maryland (the “SDAT”), articles of merger in respect of the Company Merger (the “Articles of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the MGCL, as applicable, and shall make all other filings or recordings required under the MGCL. The Company Merger shall become effective at (i) such time as the Articles of Merger have been accepted for record by the SDAT or (ii) such later time as is agreed upon by Parent and the Company and specified in the Articles of Merger. Such time is hereinafter referred to as the “Company Merger Effective Time.”

Effective Times of the Mergers. (a) Subject On the Closing Date and prior to the terms REIT Effective Time, OP Merger Sub and conditions of this Agreement, at the Closing, CNL Operating Partnership shall execute and file with the Secretary of State of the State of Delaware a certificate of merger in respect of the Partnership OP Merger (the “Certificate of Merger”) in such form as is required byCertificate, and executed in accordance with, the relevant provisions of the DRULPA and shall make all other filings or recordings and take all such other action required under with respect to the OP Merger under, DRULPA. The Partnership OP Merger shall become effective at (i) such time as when the OP Merger Certificate of Merger has been duly filed with accepted for filing by the office of the Secretary of State of the State of Delaware or (ii) at such later other subsequent date or time as is agreed upon by Parent and the Company may agree in writing and specified specify in the OP Merger Certificate of Mergerin accordance with DRULPA. Such The time at which the OP Merger becomes effective is hereinafter referred to as the “Partnership Merger OP Effective Time.” (ab) Subject to the terms and conditions of this Agreement, at On the Closing Date and immediately after the Partnership OP Effective Time or as soon thereafter as practicable, Merger Effective Time, Sub and the Company and Merger Sub shall duly execute and shall file with the Department of Assessments and Taxation of the State of Maryland (the “SDAT”), articles of merger in respect of the Company Merger (the “Articles of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the MGCL, as applicable, and shall make all other filings or recordings and take all such other action required under with respect to the REIT Merger under, the Maryland REIT Law and the MGCL. The Company REIT Merger shall become effective at (i) such time as when the Articles of Merger have been accepted for record filing by the SDAT Maryland Department or (ii) at such later other subsequent date or time as is agreed upon by Parent and the Company may agree in writing and specified specify in the Articles of MergerMerger in accordance with the Maryland REIT Law and the MGCL. Such The time at which the REIT Merger becomes effective is hereinafter referred to as the “Company Merger REIT Effective Time” and, together with the OP Effective Time, the “Effective Time.”

Effective Times of the Mergers. (a) Subject On the Closing Date and prior to the terms REIT Effective Time, OP Merger Sub and conditions of this Agreement, at the Closing, CNL Operating Partnership shall execute and file with the Secretary of State of the State of Delaware a certificate of merger in respect of the Partnership OP Merger (the “Certificate of Merger”) in such form as is required byCertificate, and executed in accordance with, the relevant provisions of the DRULPA and shall make all other filings or recordings and take all such other action required under with respect to the OP Merger under, the DRULPA. The Partnership OP Merger shall become effective at (i) such time as when the OP Merger Certificate of Merger has been duly filed with accepted for filing by the office of the Secretary of State of the State of Delaware or (ii) at such later other subsequent date or time as is agreed upon by Parent and the Company may agree in writing and specified specify in the OP Merger Certificate of Mergerin accordance with the DRULPA. Such The time at which the OP Merger becomes effective is hereinafter referred to as the “Partnership Merger OP Effective Time.” (ab) Subject to the terms and conditions of this Agreement, at On the Closing Date and immediately after the Partnership OP Effective Time or as soon thereafter as practicable, Merger Effective Time, Sub and the Company and Merger Sub shall duly execute and shall file with the Department of Assessments and Taxation of the State of Maryland (the “SDAT”), articles of merger in respect of the Company Merger (the “Articles of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the MGCL, as applicable, and shall make all other filings or recordings and take all such other action required under with respect to the MGCLREIT Merger under, the Maryland REIT Law and the MLLCA. The Company REIT Merger shall become effective at (i) such time as when the Articles of Merger have been accepted for record filing by the SDAT Maryland Department or (ii) at such later other subsequent date or time as is agreed upon by Parent and the Company may agree in writing and specified specify in the Articles of MergerMerger in accordance with the Maryland REIT Law and the MLLCA. Such The time at which the REIT Merger becomes effective is hereinafter referred to as the “Company Merger REIT Effective Time” and, together with the OP Effective Time, the “Effective Time.”

Effective Times of the Mergers. (a) Subject to On the terms and subject to the conditions of this Agreement, the parties hereto shall cause the First Merger to be consummated at the Closing, CNL Partnership shall file Closing by the filing of a certificate of merger (the “First Merger Certificate of Merger”) in a form mutually acceptable to Parent and the Company with the Secretary of State of the State of Delaware a certificate of merger in respect of the Partnership Merger (the “Certificate of Merger”) in such form as is required by, and executed in accordance with, the relevant provisions of the DRULPA and shall make all other filings or recordings required under the DRULPADGCL. The Partnership First Merger shall become effective at (i) such the time as of the filing of the First Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or (ii) at such later time thereafter which the parties hereto shall have agreed upon as is agreed upon provided in the Certificate of Merger (the “First Merger Effective Time”). (b) Immediately following the First Merger Effective Time, Parent shall cause the Board of Directors of the First Merger Surviving Corporation to adopt this Agreement and approve the Second Merger (and shall adopt this Agreement and approve the Second Merger as sole shareholder of the Second Merger Surviving Entity). Immediately following such approval, the parties hereto shall cause the Second Merger to be effected by the filing of a certificate of merger (the “Second Merger Certificate of Merger”) in a form that is mutually acceptable to Parent and the Company and specified in the Certificate of Merger. Such time is hereinafter referred to as the “Partnership Merger Effective Time.” (a) Subject to the terms and conditions of this Agreement, at the Closing and immediately after the Partnership Merger Effective Time, the Company and Merger Sub shall duly execute and shall file with the Department Secretary of Assessments and Taxation of the State of Maryland (the “SDAT”), articles of merger in respect of the Company Merger (the “Articles of Merger”), in such form Delaware as is required by, and executed in accordance with, the relevant provisions of the MGCL, as applicable, and shall make all other filings or recordings required under the MGCLDelaware LLC Act. The Company Second Merger shall become effective at (i) the time of the filing of the Second Certificate of Merger with the Secretary of State of the State of Delaware or at such time thereafter which the parties hereto shall have agreed upon as is provided in the Articles Second Certificate of Merger have been accepted for record by the SDAT or (ii) such later time as is agreed upon by Parent and the Company and specified in the Articles of Merger. Such time is hereinafter referred to as the “Company Second Merger Effective Time”).”