Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. (a) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and has the requisite organizational power and authority to own, lease, hold, encumber and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease, hold, encumber and operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true, complete and correct list of the Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (d) Except as set forth on Section 4.1(d) of the Company Disclosure Letter, neither Company nor any Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Company Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. Investments. ----------- (a) Section 2.1(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of all the Company's directly or indirectly owned subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary of the Company. Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Maryland, its incorporation or organization and has the all requisite organizational power and authority to own, lease, hold, encumber lease and operate its properties and to carry on its business businesses as it is now being conducted. The Company has heretofore delivered to Acquisition or Parent accurate and complete copies of the Certificate of Incorporation and bylaws (or similar governing documents), as currently in full force and effect, of the Company and its subsidiaries. Section 4.1(a2.1(a) of the Company Disclosure Letter lists Schedule identifies all the jurisdiction material subsidiaries of the Company. The Company has no operating subsidiaries other than those incorporated in which a state of the United States. (b) Each of the Company and its subsidiaries is duly qualified or licensed and in good standing to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties property owned, leased or operated or leased by it or the nature of its the business conducted by it makes such qualification, qualification or licensing or good standing necessary, except for in such failures jurisdictions where the failure to be so qualified, duly qualified or licensed or and in good standing thatwould not, individually or in the aggregate, have a Material Adverse Effect (as defined below) on the Company. When used in connection with the Company or its subsidiaries, the term "Material Adverse Effect on the Company" means any circumstance, change in, or effect on (or circumstance, change in, or effect involving a prospective change on) the Company and its subsidiaries, taken as a whole, (a) that is, or is reasonably likely in the future to be, materially adverse to the operations, assets or liabilities (including contingent liabilities), earnings or results of operations, or the business (financial or otherwise) of the Company and its subsidiaries, taken as a whole, excluding from the foregoing the effect, if any, of (i) changes in general economic conditions or changes affecting the industry in which the Company operates, (ii) stockholder class action litigation arising from allegations of a breach of fiduciary duty relating to this Agreement, (iii) of the public announcement or pendency of the transactions contemplated hereby on current or prospective customers or revenues of the Company (provided that such effect is direct and that the Company shall have the burden of proving such direct effect), or (iv) any action or inaction required of the Company by Parent under Section 4.1, or (b) that would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (to prevent or materially delay or impair the extent applicable) under the Laws ability of the jurisdiction of its incorporation or organization, as Company to consummate the case may be, and has the requisite organizational power and authority to own, lease, hold, encumber and operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased transactions contemplated by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effectthis Agreement. (c) Section 4.1(c2.1(c) of the Company Disclosure Letter Schedule sets forth a true, true and complete and correct list of each equity investment in an amount of One Hundred Thousand Dollars ($100,000) or more or that represents a five percent (5%) or greater ownership interest in the subject of such investment made by the Company Subsidiaries, together with or any of its subsidiaries in any other person other than the Company's subsidiaries (i) "Other Interests"). The Other Interests are owned by the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectlyCompany, by one or more of the Company's subsidiaries or by the Company and one or more of its subsidiaries, in each Company Subsidiarycase free and clear of all Lien (as defined below), (iii) the names of and the type of and percentage of interest held except for Liens that may be created by any Person other than Company partnership or a Company Subsidiary in each Company Subsidiary, and (iv) the classification joint venture agreements for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT SubsidiaryOther Interests. (d) Except as set forth on Section 4.1(d) of the Company Disclosure Letter, neither Company nor any Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Company Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Maryland, and Company Operating Partnership is a partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware and each has the requisite organizational power and authority and any necessary governmental authorization, except for such failures to be so authorized that individually or in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect, to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) Each of the Company Disclosure Letter lists the jurisdiction in which and Company Operating Partnership is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Section 4.1(b) of the Company Disclosure Letter sets forth a true and complete list of the Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by the Company in each Company Subsidiary, and (iii) the classification for U.S. federal income tax purposes of each Company Subsidiary, including by identifying each Company Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. Each Company Subsidiary is duly organizedorganized or formed, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted, except for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no current dissolution, revocation or forfeiture proceedings regarding any Company Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and, to the Company’s knowledge, there are no grounds that currently exist for the administrative dissolution of the Company or any Company Subsidiary by any Governmental Authority. (c) Section 4.1(c) None of the Company, Company Disclosure Letter sets forth a true, complete and correct list of the Company Subsidiaries, together with (i) the jurisdiction of incorporation Operating Partnership or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (d) Except as set forth on Section 4.1(d) of the Company Disclosure Letter, neither Company nor any Company Subsidiary directly or indirectly owns any interest in or of, or investment (in, whether equity or debt) in , any Person (other than equity interests in the Company Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securitiesSubsidiaries).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing (where applicable as a legal concept) as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where any such failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (where applicable as a legal concept) under the laws Laws of the State jurisdiction of Maryland, its organization and has the all requisite organizational corporate or similar power and authority to own, lease, hold, encumber lease and operate its properties and assets and to carry on its business as it presently conducted and is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation and is in good standing (where applicable as a legal concept) as a foreign corporation or other relevant legal entity in each jurisdiction where the character ownership, leasing or operation of the its assets or properties owned, operated or leased by it or the nature conduct of its business makes requires such qualification, licensing or good standing necessary, except for such failures where any failure to be so qualifiedorganized, licensed or existing, in good standing thator qualified, or to have such power or authority would not, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease, hold, encumber and operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c3.1(b) of the Company Disclosure Letter sets forth a true, true and complete and correct list of each Subsidiary of the Company Subsidiariesas of the date hereof, together with (i) the each such Subsidiary’s jurisdiction of incorporation incorporation, organization or organizationformation and its authorized, as issued and outstanding shares or units of equity interests (including limited liability company interests), if any, that are not owned by the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or a Subsidiary. Except as set forth on Section 3.1(b) of the Company Subsidiary in each Disclosure Letter, all of the outstanding shares or units of equity interests (including limited liability company interests) are owned directly or indirectly by the Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Subsidiarywholly owned Subsidiary of the Company free and clear of all Liens, except for such transfer restrictions of general applicability as may be provided under the Securities Act and other applicable securities laws. (dc) Except as set forth on Section 4.1(d3.1(c) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary does not hold, directly or indirectly owns indirectly, any shares or other equity interest or investment (whether equity or debt) in any other Person (other than in the its Subsidiaries. (d) The Company Subsidiaries as set forth in Section 4.1(c) has made available to Parent complete, true and correct copies of the certificate of incorporation and bylaws of the Company, in each case as amended to the date of this Agreement (the “Company Disclosure Letter and investments in short-term investment securitiesCharter Documents”).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Maryland, Maryland and has the requisite organizational power and authority to own, lease, hold, encumber own and operate its properties and to carry on conduct its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Significant Subsidiary is duly organized, validly existing and in good standing (with respect to the extent applicablejurisdictions which recognize such concept) under the Laws of the its jurisdiction of its incorporation or organization, as the case may be, organization and has the requisite organizational power and authority to own, lease, hold, encumber own and operate its properties and to carry on conduct its business as it is now being conducted. Each The Company and each Company Subsidiary is duly qualified or licensed to do business, business and is in good standing, standing (with respect to jurisdictions which recognize such concept) in each jurisdiction where the character of the properties owned, operated or leased by it or in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification, qualification or licensing or good standing necessary, except for such failures those jurisdictions where the failure to be so qualified, qualified or licensed or to be in good standing thatwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered to or made available to Parent, prior to the execution of this Agreement, true and complete copies of any amendments to the Company Governing Documents not filed prior to the date of this Agreement with the SEC. The Company is in compliance with the terms of the Company Governing Documents, except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.1(b) of the Company Disclosure Letter sets forth a true and complete list of the Subsidiaries of the Company (each a “Company Subsidiary”), together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary. Each Company Subsidiary and, to the Company’s knowledge, each Company Joint Venture, is in compliance in all material respects with the terms of its constituent organizational or governing documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true, true and complete and correct list of the Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary that is a REIT, a “qualified REIT subsidiary” within in the meaning of Section 856(i)(2) of the Code (a “Qualified REIT Subsidiary Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (a “Taxable REIT Subsidiary. (d) Except as set forth on Section 4.1(d) of the Company Disclosure Letter, neither Company nor any Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Company Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities”).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which The Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicablesuch concept is recognized) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true, true and complete and correct list of the Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by the Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than the Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (d) Except as set forth on Section 4.1(d) of Neither the Company Disclosure Letter, neither Company nor any Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Company Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland, Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which The Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly incorporated or organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted, except, with respect only to each Company Subsidiary that would not constitute a Significant Subsidiary, for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true, true and complete and correct list of the Company SubsidiariesSubsidiaries and each other corporate or non-corporate subsidiary in which the Company owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Company Subsidiary”), including a list of each Company Subsidiary or Other Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial interest held, directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of and the type of and percentage of voting, equity, profits, capital and other beneficial interest held by any Person other than the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge of the Company, each Other Company Subsidiary, and (iv) the classification for United States U.S. federal income tax purposes of each Company Subsidiary and whether such and, to the knowledge of the Company, each Other Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (d) Except as set forth on in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary Subsidiary, directly or indirectly indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts). (e) Except as set forth in Section 4.1(c4.1(e) of the Company Disclosure Letter, the Company has not exempted any “Person” from the “Aggregate Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the Company Charter, which exemption or Excepted Holder Limit is currently in effect. (f) There are no partners of the Company Operating Partnership other than the Company, American Realty Capital Healthcare Advisors, LLC, American Realty Capital Healthcare Special Limited Partnership, LLC and Healthcare Advisors Profit Plan LLC. Section 4.1(f) of the Company Disclosure Letter and investments sets forth the number of partnership units held by each partner in short-term investment securities)the Company Operating Partnership. The Company is the sole general partner of the Company Operating Partnership.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation company duly organized, validly existing and in active status under the laws of the State of Wisconsin and a registered bank holding company under the BHCA, and a financial holding company under the GLB Act. Each subsidiary of the Company (a “Company Subsidiary” or, collectively, “Company Subsidiaries”) is a bank, a corporation, a limited liability company or another form of business entity duly organized, validly existing and in good standing under the laws of the State state of Maryland, its organization or the United States of America. Each of the Company and has the Company Subsidiaries have the requisite organizational corporate power and authority and are in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Company Approvals”) necessary to own, lease, hold, encumber lease and operate its their respective properties and to carry on its their respective business as it is now being conducted. Section 4.1(a) , including appropriate authorizations from the Federal Reserve Board, the FDIC, the DFI, the Office of Thrift Supervision (the “OTS”), or the Office of Comptroller of the Currency (“OCC”) and neither Company Disclosure Letter lists nor any Company Subsidiary has received any notice of proceedings relating to the jurisdiction revocation or modification of any Company Approvals, except in which Company is duly qualified each case where the revocations or licensed modifications, the failure to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation be so organized, existing and is in good standing in each jurisdiction where the character of the properties ownedor to have such power, operated authority or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing thatCompany Approvals would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each The Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease, hold, encumber and operate its properties and to carry on its business as it is now being conducted. Each each Company Subsidiary is duly qualified or licensed as a foreign business entity to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, leased or operated or leased by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing thatthat would not, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) A true and complete list of all of the Company Disclosure Letter sets Subsidiaries as of September 30, 2005 is set forth a true, complete and correct list of in the Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT SubsidiaryDisclosure Schedule. (d) Except as set forth on Section 4.1(d) of As used in this Agreement, the Company Disclosure Letter, neither Company nor any Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Company Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities).“

Organization and Qualification; Subsidiaries. (a) Company GCEAR is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland, Maryland and has the requisite organizational corporate power and authority to own, lease, hold, encumber lease and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which Company The GCEAR Operating Partnership is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is limited partnership duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction State of its incorporation or organization, as the case may be, Delaware and has the requisite organizational limited partnership power and authority to own, leaselease and, holdto the extent applicable, encumber operate its properties and to carry on its business as it is now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary of New GP Sub, LP Merger Sub and OP Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of the GCEAR Parties is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company GCEAR Material Adverse Effect. (cb) Section 4.1(c) of the Company Disclosure Letter sets forth a true, complete and correct list of the Company Subsidiaries, together with Each GCEAR Subsidiary (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, of each Company Subsidiary, (ii) has the type of requisite organizational power and percentage of interest heldauthority to own, directly or indirectlylease and, by Company in each Company Subsidiaryto the extent applicable, operate its properties and to carry on its business as it is now being conducted and (iii) the names of is duly qualified or licensed to do business, and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary is in good standing, in each Company Subsidiaryjurisdiction where the character of the properties owned, and (iv) operated or leased by it or the classification nature of its business makes such qualification, licensing or good standing necessary, except for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Qualified REIT Subsidiary or a Taxable REIT SubsidiaryGCEAR Material Adverse Effect. (dc) Except as set forth on Section 4.1(d) of the Company Disclosure Letter, neither Company Neither GCEAR nor any Company GCEAR Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the Company GCEAR Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities). (d) GCEAR has made available to CCIT II complete and correct copies of the GCEAR Governing Documents, which are in full force and effect as of the date of this Agreement. Each of GCEAR and the GCEAR Operating Partnership is in compliance with the terms of its GCEAR Governing Documents. True and complete copies of GCEAR’s and the GCEAR Operating Partnership’s minute books, as applicable, since January 1, 2017 have been made available by GCEAR to CCIT II. (e) GCEAR has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the GCEAR Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) Company GCEAR is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland, Maryland and has the requisite organizational corporate power and authority to own, lease, hold, encumber lease and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which Company The GCEAR Operating Partnership is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is limited partnership duly organized, validly existing and in good standing (to the extent applicable) under the Laws laws of the jurisdiction State of its incorporation or organization, as the case may be, Delaware and has the requisite organizational limited partnership power and authority to own, leaselease and, holdto the extent applicable, encumber operate its properties and to carry on its business as it is now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary of New GP Sub, LP Merger Sub and OP Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of the GCEAR Parties is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company GCEAR Material Adverse Effect. (cb) Section 4.1(c) of the Company Disclosure Letter sets forth a true, complete and correct list of the Company Subsidiaries, together with Each GCEAR Subsidiary (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, of each Company Subsidiary, (ii) has the type of requisite organizational power and percentage of interest heldauthority to own, directly or indirectlylease and, by Company in each Company Subsidiaryto the extent applicable, operate its properties and to carry on its business as it is now being conducted and (iii) the names of is duly qualified or licensed to do business, and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary is in good standing, in each Company Subsidiary, and (iv) jurisdiction where the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (d) Except as set forth on Section 4.1(d) character of the Company Disclosure Letterproperties owned, neither Company nor any Company Subsidiary directly operated or indirectly owns any interest leased by it or investment (whether equity the nature of its business makes such qualification, licensing or debt) good standing necessary, except for such failures to be so qualified, licensed or in any Person (other than good standing that, individually or in the Company Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities)aggregate, would not reasonably be expected to have a GCEAR Material Adverse Effect.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Massachusetts law and has all the requisite organizational power and authority necessary to own, lease, hold, encumber lease and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which The Company is duly qualified or licensed to do business in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, waivers, qualifications, certificates, Orders (as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation defined herein) and is in good standing in each jurisdiction where the character of the properties ownedapprovals (collectively, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b“Approvals”) Each Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority necessary to own, lease, hold, encumber lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to possess any such Approval would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Each The Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated or leased by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures where the failure to be so qualified, qualified or licensed or in good standing thatwould not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Each Subsidiary of the Company is a legal entity, duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization and has all the requisite power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Subsidiary of the Company is in possession of all Approvals necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to possess any such Approval would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Subsidiary. Each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Subsidiary. (c) Section 4.1(c) of the Company Disclosure Letter Schedule sets forth forth, as of the date hereof, a true, true and complete and correct list of all of the Company Company’s directly and indirectly owned Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, organization of each Company Subsidiary, (ii) the type of jurisdictions in which such Subsidiary is qualified or licensed to do business as a foreign corporation and the percentage of each Subsidiary’s outstanding capital stock or other equity or other interest held, directly or indirectly, owned by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or a Company another Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (d) Except as set forth on Section 4.1(d) of the Company Disclosure Letter, neither Company nor any Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Company Subsidiaries Company. Except as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities)Schedule, neither the Company nor any of its Subsidiaries owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, directly or indirectly, any equity or similar interest in, any Person.

Organization and Qualification; Subsidiaries. (a) Each of the Company and its subsidiaries is a corporation or legal entity duly organizedorganized or formed, validly existing and in good standing standing, under the laws of the State its jurisdiction of Maryland, organization or formation and has the requisite organizational corporate, partnership or limited liability company power and authority and all necessary governmental approvals to own, lease, hold, encumber lease and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction , except where the character of the properties ownedfailure to have such power, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing thatauthority and governmental approvals would not have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) . Each Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of Company and its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease, hold, encumber and operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where in which the character of the properties owned, leased or operated or leased by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for where such failures to be so qualified, qualified or licensed or and in good standing thathave not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (cb) Section 4.1(c4.1(b) of the Company Disclosure Letter sets forth a true, complete and correct list of each “significant subsidiary” of the Company Subsidiariesas such term is defined in Regulation S-X promulgated by the SEC (each, together with (ia “Significant Subsidiary”). Section 4.1(b) of the Company Disclosure Letter also sets forth the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of organization and percentage of interest held, directly or indirectly, outstanding equity interests (including partnership interests and limited liability company interests) owned by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary, its subsidiaries and (iv) the classification for United States federal income tax purposes any other person of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Significant Subsidiary. (d) . Except as set forth on for Significant Subsidiaries disclosed in Section 4.1(d4.1(b) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary does not own, directly or indirectly owns indirectly, any interest capital stock or investment (whether other voting or equity securities or debt) interests in any Person (other than in person that is material to the Company Subsidiaries as set forth in Section 4.1(c) business of the Company Disclosure Letter and investments in short-term investment securities)its subsidiaries, taken as a whole.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and Company LP is a partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and each has the requisite organizational power and authority to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) Each of the Company Disclosure Letter lists the jurisdiction in which and Company LP is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true, true and complete and correct list of the Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by the Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than the Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States U.S. federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (d) None of the Company, Company LP or any Company Subsidiary directly or indirectly owns any interest in or of, or investment in, whether equity or debt, any Person (other than equity interests in the Company Subsidiaries and investments in short-term investment securities set forth on Section 4.1(d) of the Company Disclosure Letter). Except as set forth on Section 4.1(d) of the Company Disclosure LetterLetter Company, neither Company nor any no Company Subsidiary directly has guaranteed, or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in pledged assets to secure, the Company Subsidiaries as set forth in Section 4.1(c) Indebtedness of the Company Disclosure Letter and investments in short-term investment securities)or any other Company Subsidiary.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland, Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which The Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly incorporated or organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted, except, with respect only to each Company Subsidiary that would not constitute a Significant Subsidiary, for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true, true and complete and correct list of the Company SubsidiariesSubsidiaries and each other corporate or non-corporate subsidiary in which the Company owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Company Subsidiary”), including a list of each Company Subsidiary or Other Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor or borrower), interest heldheld (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of and the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes) by any Person other than the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge of the Company, each Other Company Subsidiary, and (iv) the classification for United States U.S. federal income tax purposes of each Company Subsidiary and whether such and, to the knowledge of the Company, each Other Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (d) Except as set forth on in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary Subsidiary, directly or indirectly indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts). (e) Except as set forth in Section 4.1(c4.1(e) of the Company Disclosure Letter Letter, the Company has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the Company Charter, which exemption or Excepted Holder Limit is currently in effect. (f) There are no partners of the Company Operating Partnership other than the Company and investments in short-term investment securities)Xxxx REIT Advisors III, LLC.

Organization and Qualification; Subsidiaries. (a) Company CRII is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland, Maryland and has the requisite organizational corporate power and authority to own, lease, hold, encumber lease and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which Company CRII is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company CRII Material Adverse Effect. (b) Each Company CRII Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Each Company CRII Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company CRII Material Adverse Effect. (c) Section 4.1(c) of the Company CRII Disclosure Letter sets forth a true, true and complete and correct list of the Company Subsidiaries, together with (i) the jurisdiction CRII Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, of each Company Subsidiarythe jurisdictions in which CRII and the CRII Subsidiaries are qualified or licensed to do business, (ii) and the type of and percentage of interest held, directly or indirectly, by Company CRII in each Company CRII Subsidiary, including a list of each CRII Subsidiary that is (i) a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”), (ii) a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and (iii) an entity taxable as a corporation under the names of and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary Code that is neither a Qualified REIT Subsidiary or nor a Taxable REIT Subsidiary. (d) Except as set forth on Section 4.1(d) of the Company Disclosure Letter, neither Company Neither CRII nor any Company CRII Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the Company CRII Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities). (e) CRII has made available to the CCI Parties complete and correct copies of the CRII Governing Documents, which are in full force and effect as of the date of this Agreement. Each of the CRII Parties is in compliance with the terms of its applicable CRII Governing Documents. True and complete copies of CRII’s minute books, since January 1, 2018, have been made available by CRII to CCI upon the written request of CCI. (f) CRII has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the CRII Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) The -------------------------------------------- Company is a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware. Set forth on the Subsidiary Schedule is a list of every corporation, limited liability company, partnership or other business organization or entity of which the Company owns, either directly or through its Subsidiaries, (a) more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests therein, or (iii) the capital or profit interests therein, in the case of a partnership; or (b) otherwise has the power to vote or direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such entity (the "Subsidiaries"). Each of the Subsidiaries listed on the Subsidiary Schedule is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company and each of the Subsidiaries has the requisite organizational corporate power and authority to own, lease, hold, encumber and operate or lease its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease, hold, encumber and operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where in which the character nature of its business or the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for where the failure to have such failures power, or the failure to be so qualified, licensed or in good standing that, individually or in the aggregatestanding, would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) Effect on the Company. The term "Material Adverse Effect on the Company," as used in this Agreement, means any development, condition or circumstance having an effect on the assets, business, operations, or financial condition of the Company Disclosure Letter sets forth a true, complete and correct list or any of its Subsidiaries that is materially adverse to the Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, and its Subsidiaries taken as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person a whole other than Company any development, condition or a Company Subsidiary in each Company Subsidiary, and (iv) circumstance resulting from general economic conditions or relating generally to the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary coal or a Taxable REIT Subsidiaryelectric power industries. (d) Except as set forth on Section 4.1(d) of the Company Disclosure Letter, neither Company nor any Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the Company Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Maryland, Maryland and has the requisite organizational corporate power and authority and any necessary governmental authorization to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which The Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly incorporated or organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted, except, with respect only to each Company Subsidiary that would not constitute a Significant Subsidiary, for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true, true and complete and correct list of the Company SubsidiariesSubsidiaries and each other corporate or non-corporate subsidiary in which the Company owns any direct or indirect voting, capital, profits or other beneficial interest (“Other Company Subsidiary”), including a list of each Company Subsidiary or Other Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary and each Other Company Subsidiary, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor or borrower), interest heldheld (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes), directly or indirectly, by the Company in and to each Company Subsidiary and each Other Company Subsidiary, (iii) the names of and the type of and percentage of voting, equity, profits, capital and other beneficial, as well as any debt (whether as a creditor or borrower), interest held (including capital account balances for any entity treated as a partnership for U.S. federal income tax purposes) by any Person other than the Company or a Company Subsidiary in each Company Subsidiary and, to the knowledge of the Company, each Other Company Subsidiary, and (iv) the classification for United States U.S. federal income tax purposes of each Company Subsidiary and whether such and, to the knowledge of the Company, each Other Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (d) Except as set forth on in Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary Subsidiary, directly or indirectly indirectly, owns any interest or investment (whether equity or debt) in any Person (other than equity interests in the Company Subsidiaries or Other Company Subsidiaries, loans to any Taxable REIT Subsidiary of the Company and investments in bank time deposits and money market accounts). (e) Except as set forth in Section 4.1(c4.1(e) of the Company Disclosure Letter Letter, the Company has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the Company Charter, which exemption or Excepted Holder Limit is currently in effect. (f) There are no partners of the Company Operating Partnership other than the Company and investments in short-term investment securities)Cxxx REIT Advisors III, LLC.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Maryland and has the requisite organizational power and authority and any necessary governmental authorization to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the The Company Disclosure Letter lists the jurisdiction in which Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease, hold, encumber and operate its properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary and, to the knowledge of the Company, each other Person listed on Section 4.3(b) of the Company Disclosure Letter, is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary and, to the knowledge of the Company, each other Person listed on Section 4.3(b) of the Company Disclosure Letter, is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) of the Company Disclosure Letter sets forth a true, true and complete and correct list of the Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary or Subsidiary”), a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”) or a real estate investment trust within the meaning of Sections 856 — 860 of the Code (“REIT”). (d) Except as set forth on Section 4.1(d) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary directly or indirectly owns any interest or investment (whether equity debt or debtequity) in any Person (other than in the Company Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities).

Organization and Qualification; Subsidiaries. (a) The Company is a corporation company duly organized, validly existing and in active status under the laws of the State of Wisconsin and a registered bank holding company under the BHCA, and a financial holding company under the GLB Act. Each subsidiary of the Company (a “Company Subsidiary” or, collectively, “Company Subsidiaries”) is a bank, a corporation, a limited liability company or another form of business entity duly organized, validly existing and in good standing under the laws of the State state of Maryland, its organization or the United States of America. Each of the Company and has the Company Subsidiaries have the requisite organizational corporate power and authority and are in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Company Approvals”) necessary to own, lease, hold, encumber lease and operate its their respective properties and to carry on its their respective business as it is now being conducted. Section 4.1(a) , including appropriate authorizations from the Federal Reserve Board, the FDIC, the DFI, the Office of Thrift Supervision (the “OTS”), or the Office of Comptroller of the Currency (“OCC”) and neither Company Disclosure Letter lists nor any Company Subsidiary has received any notice of proceedings relating to the jurisdiction revocation or modification of any Company Approvals, except in which Company is duly qualified each case where the revocations or licensed modifications, the failure to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation be so organized, existing and is in good standing in each jurisdiction where the character of the properties ownedor to have such power, operated authority or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing thatCompany Approvals would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each The Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease, hold, encumber and operate its properties and to carry on its business as it is now being conducted. Each each Company Subsidiary is duly qualified or licensed as a foreign business entity to do business, and is in good standing, in each jurisdiction where the character of the its properties owned, leased or operated or leased by it or the nature of its business activities makes such qualification, qualification or licensing or good standing necessary, except for such failures to be so qualified, duly qualified or licensed or and in good standing thatthat would not, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) A true and complete list of all of the Company Disclosure Letter sets Subsidiaries as of September 30, 2005 is set forth a true, complete and correct list of in the Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT SubsidiaryDisclosure Schedule. (d) Except as set forth on Section 4.1(dAs used in this Agreement, the term “Company Material Adverse Effect” means any Effect that, individually or in the aggregate with other Effects, (i) is material and adverse to the business, assets, liabilities, results of operations or financial condition of the Company Disclosure Letterand Company Subsidiaries taken as a whole, neither or (ii) materially impairs the ability of the Company nor to consummate the transactions contemplated hereby; provided, however, that the term “Company Material Adverse Effect” shall not be deemed to include: (a) any Effect to the extent resulting from the announcement of this Agreement or the transactions contemplated hereby, (b) any Effect resulting from compliance with the terms and conditions of this Agreement, (c) any decrease in the price or trading volume of the Company Subsidiary directly Common Stock (but not excluding any Effect underlying such decrease to the extent such Effect would constitute a Company Material Adverse Effect), (d) any Effect to the extent resulting from changes in Laws generally applicable to the banking industry, (e) any Effect to the extent resulting from changes in generally accepted accounting principles which the Company or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in of the Company Subsidiaries as set forth is required to adopt, or (f) changes attributable to or resulting from changes in Section 4.1(c) general economic conditions affecting the banking industry generally (unless such Effect would reasonably be expected to have a materially disproportionate impact on the business, assets, liabilities, financial condition or results of operations of the Company Disclosure Letter and investments in short-term investment securitiesCompany Subsidiaries taken as a whole relative to other banking industry participants).

Organization and Qualification; Subsidiaries. (a) Company Each of the Company, Holdings and Cayman Merger Sub is a corporation corporation, company, exempted company or other organization duly organizedorganized or incorporated, validly existing and in good standing under the laws of the State jurisdiction of Marylandits incorporation or organization (to the extent such jurisdiction recognizes the concept of good standing or any equivalent thereof). Each of the Company, Holdings and Cayman Merger Sub has the requisite organizational corporate or similar power and authority to own, lease, hold, encumber and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease, hold, encumber lease and operate its properties and to carry on its business as it is now being conducted. Each other Company Subsidiary is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent such jurisdiction recognizes the concept of good standing or any equivalent thereof) and has the requisite corporate or other organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except in each case where the failure to be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standingstanding (to the extent the applicable jurisdiction recognizes the concept of good standing or any equivalent thereof), in each jurisdiction where the character of the properties owned, leased or operated or leased by it or the nature of its business makes such qualification, qualification or licensing or good standing necessary, except for such failures to be so qualified, qualified or licensed or and in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (cb) Section 4.1(c) A true and complete list of the Company Disclosure Letter sets forth a true, complete and correct list all of the Company Subsidiaries, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such the percentage of the outstanding capital stock or shares of each Company Subsidiary owned by the Company and each other Company Subsidiary, in each case as of the date hereof, is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (d) Except as set forth on in Section 4.1(d4.01(b) of the Company Disclosure Letter, neither . The Company nor any and the Company Subsidiary Subsidiaries do not directly or indirectly owns own, and have never directly or indirectly owned, any equity or similar interest in, or any interest convertible into or investment (whether exchangeable or exercisable for any equity or debt) in similar interest in, any Person (other corporation, partnership, joint venture or business association or other entity, other than in the Company Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities)Subsidiaries.

Organization and Qualification; Subsidiaries. (a) The Company is a corporation duly incorporated or organized, validly existing and in good standing under the laws Laws of the State of Maryland, and Delaware. The Company has the requisite organizational corporate power and authority to own, lease, hold, encumber lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 4.1(a) of the Company Disclosure Letter lists the jurisdiction in which The Company is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character ownership, leasing or operation of the its properties owned, operated or leased by it assets or the nature conduct of its business makes requires such qualification, licensing or good standing necessary, except for such failures where the failure to be so qualified, licensed qualified or in good standing thatwould not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each Company Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so validly existing or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary has requisite corporate or other legal entity, as the case may be, and has the requisite organizational power and authority to own, lease, hold, encumber lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business, business and is in good standing, standing (or the equivalent thereof) in each jurisdiction where the character ownership, leasing or operation of the its properties owned, operated or leased by it assets or the nature conduct of its business makes requires such qualification, licensing or good standing necessary, except for such failures where the failure to be so qualified, licensed qualified or in good standing that(or the equivalent thereof) would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Section 4.1(c) The Company has made available to Parent true and complete copies of the Company Disclosure Letter sets forth a true, complete and correct list of the Company Subsidiaries, together with (i) the jurisdiction Second Amended and Restated Certificate of incorporation or organization, as Incorporation of the case may be, of each Company Subsidiary, (the “Company Charter”) and (ii) the type of Second Amended and percentage of interest held, directly or indirectly, by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (d) Except as set forth on Section 4.1(d) Restated Bylaws of the Company Disclosure Letter(the “Company Bylaws”), neither Company nor any Company Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) each as in any Person (other than in effect as of the Company Subsidiaries as set forth in Section 4.1(c) date hereof. Each of the Company Disclosure Letter Charter and investments the Company Bylaws is in short-term investment securities)full force and effect.

Organization and Qualification; Subsidiaries. (a) Company NNN REIT is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, Maryland and has the requisite organizational corporate power and authority to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the Company Disclosure Letter lists State of Maryland and has the jurisdiction in which Company requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of NNN REIT and Merger Sub is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company NNN REIT Material Adverse Effect. (b) Each Company NNN REIT Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Each Company NNN REIT Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Company NNN REIT Material Adverse Effect. (c) Section 4.1(c5.1(c) of the Company NNN REIT Disclosure Letter sets forth a true, true and complete and correct list of the Company Subsidiaries, together with (i) the jurisdiction NNN REIT Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, of each Company Subsidiarythe jurisdictions in which NNN REIT and the NNN REIT Subsidiaries are qualified or licensed to do business, (ii) and the type of and percentage of interest held, directly or indirectly, by Company NNN REIT in each Company NNN REIT Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or including a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes list of each Company NNN REIT Subsidiary and whether such Company Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary and each NNN REIT Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary. (d) Except as set forth on Section 4.1(d) of the Company Disclosure Letter, neither Company Neither NNN REIT nor any Company NNN REIT Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the Company NNN REIT Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securities). (e) NNN REIT has made available to REIT I complete and correct copies of the NNN REIT Governing Documents. Each of NNN REIT and NNN REIT Operating Partnership is in compliance with the terms of its NNN REIT Governing Documents in all material respects. True and complete copies of NNN REIT’s and NNN REIT Operating Partnership’s minute books, as applicable, have been made available by NNN REIT to REIT I. (f) NNN REIT has not exempted any “Person” from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the NNN REIT Charter, which exemption or Excepted Holder Limit is currently in effect.

Organization and Qualification; Subsidiaries. (a) Company Parent is a corporation real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland, and Parent LP is a partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and each has the requisite organizational power and authority to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted. Section 4.1(a) Each of the Company Disclosure Letter lists the jurisdiction in which Company Parent and Parent LP is duly qualified or licensed to do business as a foreign corporation. Company is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. (b) REIT Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite organizational power and authority to carry on its business as it is now being conducted. REIT Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. (c) Partnership Merger Sub is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite organizational power and authority to carry on its business as it is now being conducted. Partnership Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. (d) Each Company Parent Subsidiary (other than REIT Merger Sub and Partnership Merger Sub) is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, leaselease and, holdto the extent applicable, encumber and operate its properties and to carry on its business as it is now being conducted, except for such failures to be so organized, in good standing or have certain power and authority that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each Company Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. (ce) Section 4.1(c) None of the Company Disclosure Letter sets forth a trueParent, complete and correct list of the Company SubsidiariesParent LP, together with (i) the jurisdiction of incorporation REIT Merger Sub, Partnership Merger Sub or organization, as the case may be, of each Company Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by Company in each Company Subsidiary, (iii) the names of and the type of and percentage of interest held by any Person other than Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary and whether such Company Subsidiary is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary. (d) Except as set forth on Section 4.1(d) of the Company Disclosure Letter, neither Company nor any Company Parent Subsidiary directly or indirectly owns any interest in or of, or investment (in, whether equity or debt) in , any Person (other than equity interests in the Company Parent Subsidiaries as set forth in Section 4.1(c) of the Company Disclosure Letter and investments in short-term investment securitiessecurities set forth on Section 5.1(e) of the Parent Disclosure Letter).