Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarter.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, and, in the case of each subsidiary that is a corporation, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. Any subsidiaries of the Company or any which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary which is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterrespectively.

Good Standing of Subsidiaries. The only subsidiaries of the Company are the subsidiaries listed on Schedule E hereto and Schedule E accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary, and the Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, partnership, business trust, joint venture or entity other than its such subsidiaries. The limited liability companies listed on Schedule E are hereinafter called the “LLC Subsidiaries.” Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As Except for the subsidiaries identified with an asterisk on Schedule E hereto, as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) annualized rental revenue in excess of 5% of the Company’s annualized consolidated rental revenue for such quarter. The Company is the sole and managing member of Realty Income Texas Properties 1, LLC, a Delaware limited liability company.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized or formed and is validly existing as a corporation, limited partnership, limited liability company, limited liability partnership, Massachusetts business trust or corporationgeneral partnership, as the case may be, under the laws of its jurisdiction of organization and is in good standing under the laws of the state its jurisdiction of its organization and organization, has power (corporate or otherwise) and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign corporation, limited partnership, limited liability company, limited liability partnership, Massachusetts business trust or corporationgeneral partnership, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the General Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, stock of each such subsidiary of the Company which is a corporation have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except assessable, and to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the CompanyCompany or any of its subsidiaries (except for directors’ qualifying shares and as described or reflected generally in the Registration Statement, the Time of Sale Information and the Prospectus) are owned directly or through subsidiariesindirectly by the Company, free and clear of all liens, encumbrances, equities or claims, in each case with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect. The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company, limited partnership, limited liability partnership or Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, of such subsidiary, and to the extent owned by the Company or any security interestof its subsidiaries (except as described or reflected generally in the Registration Statement, mortgagethe Time of Sale Information and the Prospectus) are owned directly or indirectly by the Company, pledgefree and clear of all liens, lienencumbrances, encumbranceequities or claims, claim in each case with such exceptions, individually or equityin the aggregate, as would not have a Material Adverse Effect; and none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may bepartnership interests, membership interests or shares of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylawsbeneficial interests, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets was issued in excess of 5% violation of the Company’s consolidated assets preemptive or similar rights of any securityholder of such subsidiary, in each case with such exceptions, individually or in the aggregate, as of that date or, for the quarter then ended, would not have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quartera Material Adverse Effect.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package Registration Statement, the Time of Sale Information and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, and, in the case of each subsidiary that is a corporation, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. Any subsidiaries of the Company or any which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule 2 hereto and Schedule 2 accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary which is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterrespectively.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, and, in the case of each subsidiary that is a corporation, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any are the subsidiaries listed on Schedule IV hereto and Schedule IV accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary which is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary respectively. Any subsidiaries of the Company had (which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on an unconsolidated basis) total assets in excess of 5% of Schedule IV hereto under the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quartercaption “Significant Subsidiaries.”

Good Standing of Subsidiaries. The Each “Significant Subsidiary” of the Company does not hold any equity interest (as such term is defined in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each Rule 1-02(w) of Regulation S-X) and each subsidiary of the Company that owns any real property (each a “Property Subsidiary” collectively and, together with the Significant Subsidiaries, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, general partnership or limited liability company, business trust or corporation, as the case may be, company in good standing under the laws of the state of its organization and has jurisdiction in which it is chartered or organized, with full corporate, partnership or limited liability company power and authority as a partnershipto own, limited liability company, business trust or corporationlease and operate, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign corporation, limited partnership, general partnership or limited liability company, business trust or corporation, as the case may be, company to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where in any case in which the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each Significant Subsidiary and each Property Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable. Except as otherwise disclosed set forth in the General Disclosure Package and the Prospectus, all outstanding shares of the issued and outstanding capital stock, partnership interests, limited liability company interests, business trust interests or other equivalent equity interest of the Significant Subsidiaries and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and Property Subsidiaries are owned by the Company, Company either directly or through subsidiaries, wholly owned subsidiaries of the Company free and clear of any security interest, mortgage, pledge, lien, encumbranceencumberance, claim or equity; and none of the outstanding shares of capital stock, partnership interests, limited liability company interests, business trust interests or shares other equivalent equity interests of capital stock, as the case may be, of such subsidiaries were any Subsidiary was issued in violation of the preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any security holder of such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterSubsidiary.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Registration Statement, the Disclosure Package and the Prospectus, and except for pledges of equity of certain of the Company’s subsidiaries in connection with the Company’s financing agreements, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, and, in the case of each subsidiary that is a corporation, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. Any subsidiaries of the Company or any which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary which is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterrespectively.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Registration Statement and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package Registration Statement and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, are fully paid and are (except in the case of general partnership interests) non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the outstanding shares of capital stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any are the subsidiaries listed on Exhibit D hereto and Exhibit D accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary that is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary respectively. Any subsidiaries of the Company had (that are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on an unconsolidated basis) total assets in excess of 5% of Exhibit D hereto under the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quartercaption “Material Subsidiaries.”

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basisbasis and calculated on a pro forma basis as if the Acquisition had occurred as of the first day of such quarter) annualized pro forma rental revenue in excess of 5% of the Company’s annualized consolidated pro forma rental revenue for such quarter.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Prospectus and the Prospectus; each such subsidiary is duly qualified as a foreign partnershipcorporation, limited partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package Registration Statements, all of the issued and the Prospectusoutstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding partnership interestsshares of capital stock, partnerships interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to subsidiary. The only subsidiaries of the Company, other than FE and its subsidiaries (which will become subsidiaries of the Company or any at the Closing Time), are the subsidiaries listed on Schedule C hereto and Schedule C accurately sets forth whether each such subsidiary is a party. As of the date of the Company’s most recent balance sheet included corporation, limited partnership or incorporated by reference in the Registration Statement limited liability company and the Prospectus, no direct or indirect subsidiary jurisdiction of the Company had (on an unconsolidated basis) total assets in excess organization of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for each such quartersubsidiary.

Good Standing of Subsidiaries. The Each “significant subsidiary” of the Company does not hold any equity interest (as such term is defined in any Rule 1-02(w) of Regulation S-X promulgated by the Commission) (each a “Significant Subsidiary” and collectively, the “Significant Subsidiaries”), which includes, without limitation, the Operating Partnership, Sunstone Hotel TRS Lessee, Inc., a Delaware corporation, limited or general partnership▇▇▇▇▇▇▇▇ ▇▇, LLC, a Delaware limited liability company, business trustSunstone Wharf, joint venture or entity other than its subsidiaries. Each subsidiary of the Company LLC, a Delaware limited liability company, One Park Boulevard, LLC, a Delaware limited liability company, Times Square Hotel Owner, LLC, a Delaware limited liability company, Sunstone Wharf, Lessee, Inc., a Delaware corporation, Sunstone K9 Lessee, Inc., a Delaware corporation, Sunstone Park Lessee, LLC, a Delaware limited liability company and Times Square Hotel Operating Lessee, LLC, a Delaware limited liability company, has been duly incorporated or organized and is validly existing as a partnership, corporation or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and has formation with the power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Prospectus and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, corporation to transact business and is in good standing in each other jurisdiction (which jurisdictions are set forth on Exhibit D attached hereto) in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the ProspectusRegistration Statement, all of the issued and outstanding partnership interests, limited liability company interests, business trust capital stock or other ownership interests and shares of capital stock, as the case may be, of each such subsidiary have of its subsidiaries has been duly authorized (if applicable) and validly issued and are issued, is fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are is owned by the Company, Company or the Operating Partnership directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as stock of any subsidiary of the case may be, of such subsidiaries were Company was issued in violation of the preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a partysubsidiary. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary The only subsidiaries of the Company had are (a) the subsidiaries listed on an unconsolidated basis) total assets in excess of 5% Exhibit 21.1 to the annual report of the Company’s consolidated assets as of that date or, Company on Form 10-K for the quarter then endedyear ended December 31, would have had 2011, and (on an unconsolidated basisb) rental revenue certain other subsidiaries which, considered in excess the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of 5% of Regulation S-X promulgated by the Company’s consolidated rental revenue for such quarterCommission.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Registration Statement, the Disclosure Package and the Prospectus, and except for pledges of equity of certain of the Company’s subsidiaries in connection with the Company’s financing agreements all, of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, and, in the case of each subsidiary that is a corporation, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. Any subsidiaries of the Company or any which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary which is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterrespectively.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company Partnership has been duly organized or formed, as the case may be, and is validly existing as a partnership, corporation or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and or formation, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, corporation or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, shares of capital stock of each such subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the CompanyPartnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the issued and outstanding partnership interests, shares of capital stock of any such subsidiary that is a corporation and none of the issued and outstanding limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any Partnership are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a partycorporation or limited liability company and the jurisdiction of organization or formation of each such subsidiary and, in the case of any subsidiary that is a partnership or limited liability company, its general partners and managing members, respectively. As Any subsidiaries of the date Partnership that are “significant subsidiaries” as defined by Rule 1-02 of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (Regulation S-X are listed on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterExhibit B hereto.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s annualized consolidated rental revenue for such quarter.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter year then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarteryear.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Registration Statement and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package Registration Statement and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, and, in the case of each subsidiary that is a corporation, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of lawany securityholder of such subsidiary or any other person. The only Significant Subsidiaries (as defined below) of the Company are the subsidiaries listed on Schedule I hereto and Schedule I accurately sets forth whether each such Significant Subsidiary is a corporation, under the limited or general partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylawsand the jurisdiction of organization of each such Significant Subsidiary and, as in the case may be, of any such subsidiary or under any agreement or instrument to Significant Subsidiary which the Company or any such subsidiary is a partypartnership or limited liability company, its general partners and managing members, respectively. As For purposes of the date this Agreement “Significant Subsidiaries” means “significant subsidiaries” as defined by Rule 1-02 of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the ProspectusRegulation S-X, no direct or indirect subsidiary each of the Company had (which are listed on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterSchedule I hereto.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized or formed and is validly existing as a corporation, limited partnership, limited liability company, limited liability partnership, Massachusetts business trust or corporationgeneral partnership, as the case may be, under the laws of its jurisdiction of organization and is in good standing under the laws of the state its jurisdiction of its organization and organization, has power (corporate or otherwise) and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign corporation, limited partnership, limited liability company, limited liability partnership, Massachusetts business trust or corporationgeneral partnership, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, stock of each such subsidiary of the Company which is a corporation have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except assessable, and to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, Company or any of its subsidiaries (except for directors’ qualifying shares and as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or through subsidiariesindirectly by the Company, free and clear of all liens, encumbrances, equities or claims, in each case with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect. The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company, limited partnership, limited liability partnership or Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, of such subsidiary, and to the extent owned by the Company or any security interestof its subsidiaries (except as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or indirectly by the Company, mortgagefree and clear of all liens, pledgeencumbrances, lienequities or claims, encumbrancein each case with such exceptions, claim individually or equityin the aggregate, as would not have a Material Adverse Effect; and none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may bepartnership interests, membership interests or shares of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylawsbeneficial interests, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets was issued in excess of 5% violation of the Company’s consolidated assets preemptive or similar rights of any securityholder of such subsidiary, in each case with such exceptions, individually or in the aggregate, as of that date or, for the quarter then ended, would not have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quartera Material Adverse Effect.

Good Standing of Subsidiaries. The Each “Significant Subsidiary” of the Company does not hold any equity interest (as such term is defined in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each Rule 1-02(w) of Regulation S-X) and each subsidiary of the Company that owns any real property (each a “Property Subsidiary” collectively and, together with the Significant Subsidiaries, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, general partnership or limited liability company, business trust or corporation, as the case may be, company in good standing under the laws of the state of its organization and has jurisdiction in which it is chartered or organized, with full corporate, partnership or limited liability company power and authority as a partnershipto own, limited liability company, business trust or corporationlease and operate, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Registration Statement and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign corporation, limited partnership, general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where in any case in which the failure failure, individually or in the aggregate, so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in . All the General Disclosure Package and the Prospectusoutstanding shares of capital stock, all of the issued and outstanding partnership interests, limited liability company interestsinterests or other equivalent equity interests of each Subsidiary have been duly and validly authorized and issued and, business trust interests except as otherwise provided in connection with issuances occurring after the date hereof, are fully paid and nonassessable. Except as otherwise set forth in the Registration Statement and the Prospectus or as would not result in a Material Adverse Effect, all outstanding shares of capital stock, as partnership interests, limited liability company interests or other equivalent equity interests of the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and Subsidiaries are owned by the Company, Company either directly or through subsidiaries, wholly owned subsidiaries of the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock, partnership interests, limited liability company interests, business trust interests or shares other equivalent equity interests of capital stock, as the case may be, of such subsidiaries were any Subsidiary was issued in violation of the preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any security holder of such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a partySubsidiary. As of the date hereof, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a Significant Subsidiary other than the entities listed on Exhibit E hereto. For the purposes of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement this Agreement, “subsidiary” means each direct and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarter.

Good Standing of Subsidiaries. The only subsidiaries of the Company are the subsidiaries listed on Schedule F hereto and Schedule F accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary, and the Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, partnership, business trust, joint venture or entity other than its such subsidiaries. The limited liability companies listed on Schedule F are hereinafter called the “LLC Subsidiaries.” Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As Except for the subsidiaries identified with an asterisk on Schedule F hereto, as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) annualized rental revenue in excess of 5% of the Company’s annualized consolidated rental revenue for such quarter. The Company is the sole and managing member of Realty Income Texas Properties 1, LLC, a Delaware limited liability company.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company listed on Exhibit B hereto has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Prospectus and the Prospectus; each such subsidiary is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package Registration Statement and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, and, in the case of each subsidiary that is a corporation, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the outstanding shares of stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary which is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary respectively. Any subsidiaries of the Company had (which are "significant subsidiaries" as defined by Rule 1-02 of Regulation S-X are listed on an unconsolidated basis) total assets in excess of 5% of Exhibit B hereto under the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quartercaption "Significant Subsidiaries."

Good Standing of Subsidiaries. Five Star Bank (the “Bank”) is a bank chartered under the laws of the State of New York and the charter of the Bank is in full force and effect. The Company has no significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act) other than the Bank. The Company owns all of the issued and outstanding capital stock or other equity interests of each of its Subsidiaries. The Company does not hold own or control, directly or indirectly, any equity interest in any material corporation, limited association or general partnership, limited liability company, business trust, joint venture or other entity other than its subsidiariesthe subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, incorporated by reference into the Pricing Disclosure Package and the Prospectus. Each subsidiary of the Company Subsidiaries has been duly organized and is validly existing as a partnership, limited liability company, business trust corporation or corporation, as the case may be, other organization in good standing under the laws of the state jurisdiction of its organization and incorporation, formation or organization, has the requisite corporate or organizational power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnership, limited liability company, corporation or other business trust or corporation, as the case may be, entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares capital stock of capital stock, as the case may be, of each such subsidiary Subsidiaries have been duly authorized (if applicable) and validly issued and issued, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as stock of the case may be, of such subsidiaries were Subsidiaries was issued in violation of the preemptive or other similar rights of any securityholder of any Subsidiary arising by operation of law, or under the partnership agreementarticles of incorporation, declaration of trust or trust agreementbylaws, limited liability company agreement (charter or other similar agreement) organizational documents of the Company or charter or bylaws, as the case may be, of any such subsidiary Subsidiaries or under any agreement or instrument to which the Company or any such subsidiary Subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarter.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As Other than Tau Operating Partnership, L.P., Tau Acquisition LLC, C▇▇▇ REIT LP, Rams MD Subsidiary I, Inc., RI Crown Limited, VEREIT Operating Partnership, L.P., VEREIT Real Estate LP and and Realty Income Europe B.V., as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter three months then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterperiod.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each direct and indirect subsidiary of the Company (each, a "Subsidiary") has been duly incorporated or organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, and in good standing under the laws of the state jurisdiction of its organization and incorporation or organization, has the corporate or other power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Prospectus and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the ProspectusRegistration Statement, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, stock of each such subsidiary have Subsidiary has been duly authorized (if applicable) and validly issued and are issued, is fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are is owned by the Company, directly or through subsidiariesone or more Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for such security interests, mortgages, pledges, liens, encumbrances, claims or equities (i) pursuant to the Company's bank credit facility or (ii) that are immaterial to the Company and the Subsidiaries taken as a whole; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stockstock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. Other than the Subsidiaries, the Company does not own or control, directly or indirectly, more than five percent of any class of equity security of any corporation, association or other entity. Each of the Company and each Subsidiary that is engaged in the business of insurance or reinsurance (collectively, the "Insurance Subsidiaries") is in compliance with the requirements of the insurance laws and regulations of its respective jurisdiction of organization or incorporation, as the case may be, and the insurance laws and regulations of such subsidiaries were issued in violation of preemptive other jurisdictions which are applicable to it, and has filed all notices, reports, documents or other similar rights arising information required to be filed thereunder, in each case, with such exceptions as would not reasonably be expected to have a Material Adverse Effect; and, except as otherwise specifically described in the Prospectus, neither the Company nor any Insurance Subsidiary has received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, license, certificate, permit, registration or qualification ("Approvals") is needed to be obtained by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date Insurance Subsidiaries in any case where it could be reasonably expected that obtaining such Approvals or the failure to obtain such Approvals would have a Material Adverse Effect. The only "significant subsidiaries" (as such term is defined in Rule 1-02 of Regulation S-X of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary 1933 Act Regulations) of the Company had (are the Subsidiaries listed on an unconsolidated basis) total assets in excess of 5% of Exhibit 21.1 to the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterRegistration Statement.

Good Standing of Subsidiaries. The Company does not hold any equity interest Each “significant subsidiary” as defined in any corporationRule 1-02(w) of Regulation S-X (each, limited or general partnershipa “Subsidiary” and, limited liability companycollectively, business trust, joint venture or entity other than its subsidiaries. Each subsidiary the “Subsidiaries”) of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary Subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the ProspectusProspectus and except as would not result in a Material Adverse Effect, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary Subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries Subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; except as would not result in a Material Adverse Effect, none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries Subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary Subsidiary or under any agreement or instrument to which the Company or any such subsidiary Subsidiary is a party. As Other than Merger Sub, Spirit Realty, L.P., Tau Operating Partnership, L.P., Tau Acquisition LLC, ▇▇▇▇ REIT LP, Rams MD Subsidiary I, Inc., RI Crown Limited, VEREIT Operating Partnership, L.P., VEREIT Real Estate L.P. and Realty Income Europe B.V., as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter six months then ended, would have had (on an unconsolidated basisbasis and calculated on a pro forma basis as if the Acquisition had occurred as of the first day of such period) pro forma rental revenue in excess of 5% of the Company’s pro forma consolidated rental revenue for such quarterperiod.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As Other than Merger Sub, Tau Operating Partnership, L.P., Tau Acquisition LLC, C▇▇▇ REIT LP, Rams MD Subsidiary I, Inc., RI Crown Limited, VEREIT Operating Partnership, L.P., VEREIT Real Estate LP and Realty Income Europe B.V., as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basisbasis and calculated on a pro forma basis as if the Acquisition had occurred on that date) pro forma total assets in excess of 5% of the Company’s pro forma consolidated assets as of that date or, for the quarter nine months then ended, would have had (on an unconsolidated basisbasis and calculated on a pro forma basis as if the Acquisition had occurred as of the first day of such period) pro forma rental revenue in excess of 5% of the Company’s pro forma consolidated rental revenue for such quarterperiod.

Good Standing of Subsidiaries. The Company does not hold any equity interest Each “significant subsidiary” as defined in any corporationRule 1-02(w) of Regulation S-X (each, limited or general partnershipa “Subsidiary” and, limited liability companycollectively, business trust, joint venture or entity other than its subsidiaries. Each subsidiary the “Subsidiaries”) of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary Subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the ProspectusProspectus and except as would not result in a Material Adverse Effect, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary Subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries Subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; except as would not result in a Material Adverse Effect, none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries Subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary Subsidiary or under any agreement or instrument to which the Company or any such subsidiary Subsidiary is a party. As Other than Saints MD Subsidiary, Inc., Spirit Realty, L.P., Tau Operating Partnership, L.P., Tau Acquisition LLC, RI UK 1 Limited, Rams MD Subsidiary I, Inc., RI Crown Limited, VEREIT Operating Partnership, L.P., VEREIT Real Estate L.P. and Realty Income Europe B.V., as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter three months then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterperiod.

Good Standing of Subsidiaries. The only subsidiaries of the Company are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and Crest Net Lease, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trustpartnership, joint venture or entity other than its such subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust partnership or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust partnership or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the ProspectusRegistration Statement, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary subsi- diary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarter.

Good Standing of Subsidiaries. The Company does not hold any equity interest National Bank of Commerce (the “Bank”) is a banking association chartered under the laws of the United States of America to transact business as a national banking association and the charter of the Bank is in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiariesfull force and effect. Each other subsidiary (as defined in Rule 405 of the Securities Act Regulations) of the Company (each, for the purposes of this SECTION 1(a)(ix), a “Subsidiary”) has been duly organized and is validly existing as a partnership, limited liability company, business trust corporation or corporation, as the case may be, other organization in good standing under the laws of the state jurisdiction of its organization and incorporation, formation or organization, has the requisite corporate or organizational power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnership, limited liability company, corporation or other business trust or corporation, as the case may be, entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust capital stock or other ownership interests and shares of capital stock, as the case may be, of each such subsidiary have Subsidiary has been duly authorized (if applicable) and validly issued and are issued, is fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, stock of such subsidiaries were any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary arising by operation of law, or under the partnership agreementcertificate of incorporation, declaration of trust or trust agreement, limited liability company agreement (bylaws or other similar agreement) organizational documents of the Company or charter or bylaws, as the case may be, of any such subsidiary Subsidiary or under any agreement or instrument to which the Company or any such subsidiary Subsidiary is a party. As The only Subsidiaries of the date Company are those listed on Schedule C hereto. The only Subsidiaries of the Company’s most recent balance sheet included or incorporated by reference in Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement (collectively, the “Significant Subsidiaries”) and (B) certain other subsidiaries which, considered in the Prospectusaggregate as a single subsidiary, no direct or indirect subsidiary do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X. Except for the Subsidiaries, the Company had does not own beneficially, directly or indirectly, more than five percent (on an unconsolidated basis5%) total assets of any class of equity securities or similar interests in excess of 5% of the Company’s consolidated assets as of that date orany corporation, for the quarter then endedbusiness trust, would have had (on an unconsolidated basis) rental revenue association or similar organization, and is not, directly or indirectly, a partner in excess of 5% of the Company’s consolidated rental revenue for such quarterany partnership or party to any joint venture.

Good Standing of Subsidiaries. The Company does not hold any equity interest Each “significant subsidiary” as defined in any corporationRule 1-02(w) of Regulation S-X (each, limited or general partnershipa “Subsidiary” and, limited liability companycollectively, business trust, joint venture or entity other than its subsidiaries. Each subsidiary the “Subsidiaries”) of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary Subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the ProspectusProspectus and except as would not result in a Material Adverse Effect, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary Subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries Subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; except as would not result in a Material Adverse Effect, none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries Subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary Subsidiary or under any agreement or instrument to which the Company or any such subsidiary Subsidiary is a party. As Other than Merger Sub, Tau Operating Partnership, L.P., Tau Acquisition LLC, C▇▇▇ REIT LP, Rams MD Subsidiary I, Inc., RI Crown Limited, VEREIT Operating Partnership, L.P., VEREIT Real Estate L.P. and Realty Income Europe B.V., as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basisbasis and calculated on a pro forma basis as if the Acquisition had occurred on that date) pro forma total assets in excess of 5% of the Company’s pro forma consolidated assets as of that date or, for the quarter nine months then ended, would have had (on an unconsolidated basisbasis and calculated on a pro forma basis as if the Acquisition had occurred as of the first day of such period) pro forma rental revenue in excess of 5% of the Company’s pro forma consolidated rental revenue for such quarterperiod.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary only Subsidiaries of the Company that may constitute a "significant subsidiary" within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit_E hereto. Neither the Company nor the Operating Partnership have any direct corporate subsidiaries other than CBL & Associates Management, Inc. (the "Management Company"), CBL Holdings I and CBL Holdings II. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, general partnership or limited liability company, business trust or corporation, as the case may beapplicable, in good standing under the laws of the state of its organization jurisdiction in which it is chartered or organized and has the requisite power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Disclosure Package and the Prospectus; each such subsidiary , and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, business trust or corporationas applicable, as the case may be, to transact business and is in good standing in each other the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify qualify, register or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in . All the General Disclosure Package and the Prospectusoutstanding shares of capital stock, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, or other equivalent equity interests of each such subsidiary Subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (assessable, and, except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none as otherwise set forth in each of the Registration Statement, the Disclosure Package and the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests, business trust interests or shares other equivalent equity interest of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising Subsidiaries are owned by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or the Operating Partnership, as applicable, either directly or through wholly-owned Subsidiaries free and clear of any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included perfected security interest or incorporated by reference in the Registration Statement and the Prospectusany other security interests, no direct claims, liens or indirect subsidiary of the Company had encumbrances (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterother than any transfer restrictions related thereto).

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Prospectus and the Prospectus; each such subsidiary is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package Registration Statement and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, are fully paid and are (except in the case of general partnership interests) non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the outstanding shares of capital stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any are the subsidiaries listed on Exhibit A hereto and Exhibit A accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary which is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary respectively. Any subsidiaries of the Company had (which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on an unconsolidated basis) total assets in excess of 5% of Exhibit A hereto under the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quartercaption “Material Subsidiaries.”

Good Standing of Subsidiaries. The Company does not hold any equity interest Each “significant subsidiary” as defined in any corporationRule 1-02(w) of Regulation S-X (each, limited or general partnershipa “Subsidiary” and, limited liability companycollectively, business trust, joint venture or entity other than its subsidiaries. Each subsidiary the “Subsidiaries”) of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary Subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the ProspectusProspectus and except as would not result in a Material Adverse Effect, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary Subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries Subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; except as would not result in a Material Adverse Effect, none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries Subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary Subsidiary or under any agreement or instrument to which the Company or any such subsidiary Subsidiary is a party. As Other than Saints MD Subsidiary, Inc., Spirit Realty, L.P., Tau Operating Partnership, L.P., Tau Acquisition LLC, RI UK 1 Limited, Rams MD Subsidiary I, Inc., RI Crown Limited, VEREIT Operating Partnership, L.P., VEREIT Real Estate L.P. and Realty Income Europe B.V., as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter twelve months then ended, would have had (on an unconsolidated basisbasis and calculated on a pro forma basis as if the Acquisition had occurred as of the first day of such period) pro forma rental revenue in excess of 5% of the Company’s pro forma consolidated rental revenue for such quarterperiod.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership, limited liability company, business company or statutory trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus and the Prospectus; each such subsidiary is duly qualified as a foreign corporation, limited or general partnership, limited liability company, business trust company or corporationstatutory trust, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interestsinterests of each such subsidiary that is a limited or general partnership, and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company or statutory trust have been duly authorized (if applicable) and validly issued and issued, are fully paid and are (except in the case of general partnership interests) non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issues and outstanding partnership interestsinterests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary that is a limited liability company or a statutory trust was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of lawany securityholder of such subsidiary or, under to the partnership agreementknowledge of the Company, declaration any other person. The only subsidiaries of trust the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or trust agreementgeneral partnership, limited liability company agreement (or other similar agreement) or charter or bylawsstatutory trust and the jurisdiction of organization of each such subsidiary and, as in the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included partnership or incorporated by reference in the Registration Statement limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterrespectively.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiariessubsidiaries and the joint ventures acquired in connection with the Acquisition. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As Other than Merger Sub I, VEREIT OP, VEREIT Real Estate LP and C▇▇▇ REIT LP, as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basisbasis and calculated on a pro forma basis as if the Acquisition had occurred on that date) pro forma total assets in excess of 5% of the Company’s pro forma consolidated assets as of that date or, for the quarter nine months then ended, would have had (on an unconsolidated basisbasis and calculated on a pro forma basis as if the Acquisition had occurred as of the first day of such quarter) pro forma rental revenue in excess of 5% of the Company’s consolidated pro forma rental revenue for such quarterperiod.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Packages and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package Packages and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, are fully paid and are (except in the case of general partnership interests) non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interestLien except Liens arising under the Existing Credit Agreements as disclosed in the Registration Statement, mortgage, pledge, lien, encumbrance, claim or equitythe Statutory Prospectus and Prospectus and restrictions on transfer arising under operation of law; and none of the outstanding shares of capital stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any are the subsidiaries listed on Exhibit D hereto and Exhibit D accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary that is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary respectively. Any subsidiaries of the Company had (that are "significant subsidiaries" as defined by Rule 1-02 of Regulation S-X are listed on an unconsolidated basis) total assets in excess of 5% of Exhibit D hereto under the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quartercaption "Material Subsidiaries."

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary Material Subsidiary of the Company identified as such under a separate caption on Schedule C has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary Final Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, are fully paid and are (except in the case of general partnership interests) non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the outstanding shares of capital stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any are the subsidiaries listed on Schedule C hereto and Schedule C accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary that is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary of the respectively. The Company had (has identified its Material Subsidiaries under a separate caption on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarter.Schedule C.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company Partnership has been duly organized or formed, as the case may be, and is validly existing as a partnership, corporation or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and or formation, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus and the Prospectus; each such subsidiary is duly qualified as a foreign partnershipcorporation, limited partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, shares of capital stock of each such Subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, business trust membership interests, partnership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary Subsidiary that is a limited liability company or limited partnership have been duly authorized (if applicable) and validly issued and issued, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships as such non-accessibility may be liable for limited by Sections 18-607 and 18-804 of the obligations of such partnershipsDelaware LLC Act) and are owned by the CompanyPartnership, directly or indirectly through subsidiaries, free and clear of any security interestLien, mortgage, pledge, lien, encumbrance, claim or equityother than Liens arising under the Credit Agreement and the Note Purchase Agreement; and none of the issued and outstanding partnership interests, shares of capital stock of any such Subsidiary that is a corporation and none of the issued and outstanding limited liability company interests, business trust membership interests, partnership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were Subsidiary that is a limited liability company or limited partnership was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under any securityholder of such Subsidiary or any other person. The only subsidiaries of the partnership agreement, declaration of trust or trust agreementPartnership are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited liability company agreement (or other similar agreement) limited partnership and the jurisdiction of organization or charter or bylawsformation of each such subsidiary and, as in the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary that is a partylimited partnership or limited liability company, its general partners and managing members, respectively. As Any subsidiaries of the date Partnership that are “significant subsidiaries” as defined by Rule 1-02 of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (Regulation S-X are listed on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterExhibit B hereto.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company would have had (on an unconsolidated basisbasis and calculated on a pro forma basis as if the Acquisition had occurred as of such date) total pro forma assets in excess of 52% of the Company’s consolidated pro forma assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basisbasis and calculated on a pro forma basis as if the Acquisition had occurred as of the first day of such quarter) annualized pro forma rental revenue in excess of 52% of the Company’s annualized consolidated pro forma rental revenue for such quarter, except for Realty Income Texas Properties 1, LLC, Realty Income Texas Properties 2, LLC and Realty Income Texas Properties 3, LLC, each of which is a Delaware limited liability company.

Good Standing of Subsidiaries. The only subsidiaries of the Company are the subsidiaries listed on Schedule E hereto and Schedule E accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary, and the Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, partnership, business trust, joint venture or entity other than its such subsidiaries. The limited liability companies listed on Schedule E are hereinafter called the “LLC Subsidiaries.” Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnershippartner­ship, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no No direct or indirect subsidiary of the Company had (identified with an asterisk on Schedule E hereto has an unconsolidated basis) total assets investment in excess of 5% of any properties greater than $5 million in the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for aggregate and no such quartersubsidiary conducts any business or operations other than holding such properties.

Good Standing of Subsidiaries. The only subsidiaries of the Company are the subsidiaries listed on Schedule F hereto and Schedule F accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary, and the Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, partnership, business trust, joint venture or entity other than its such subsidiaries. The limited liability companies listed on Schedule F are hereinafter called the “LLC Subsidiaries.” Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect No subsidiary of the Company had (identified with an asterisk on Schedule F hereto has an unconsolidated basis) total assets investment in excess of 5% of any properties greater than $5 million in the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for aggregate and no such quartersubsidiary conducts any business or operations other than holding such properties.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. subsidiaries and the joint ventures acquired in connection with its acquisition of VEREIT, Inc. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As Other than Tau Operating Partnership, L.P., Tau Acquisition LLC, C▇▇▇ REIT LP, Rams MD Subsidiary I, Inc., RI Crown Limited, VEREIT Operating Partnership, L.P. and VEREIT Real Estate LP, as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter twelve months then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterperiod.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company Subsidiary has been duly organized or formed and is validly existing as a partnership, corporation or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and or formation, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business in each case in all material respects as described in the Registration Statement, the General Disclosure Package and or the Prospectus; each such subsidiary . Each Subsidiary is duly qualified as a foreign partnership, corporation or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, shares of capital stock of each Subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary Subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and in accordance with its Organizational Documents, are fully paid and are non-assessable nonassessable (except to the extent that the general partners of subsidiaries which are partnerships as such nonassessability may be liable for affected by Sections 18-607 and 18-804 of the obligations Delaware Limited Liability Company Act (the “Delaware LLC Act”) and the laws of such partnershipsthe State of Texas, as applicable) and are owned by the CompanyPartnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien (other than those arising under the Credit Agreement); and none of the issued and outstanding partnership interests, shares of capital stock of any such subsidiary that is a corporation and none of the issued and outstanding limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any Partnership Parties are the subsidiaries listed on Exhibit B-1 hereto and Exhibit B-1 accurately sets forth whether each such subsidiary is a party. As of the date of the Company’s most recent balance sheet included corporation or incorporated by reference in the Registration Statement limited liability company and the Prospectus, no direct or indirect jurisdiction of organization of each such subsidiary and the ownership of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for each such quartersubsidiary.

Good Standing of Subsidiaries. The Company does not hold any equity interest Each “significant subsidiary” as defined in any corporationRule 1-02(w) of Regulation S-X (each, limited or general partnershipa “Subsidiary” and, limited liability companycollectively, business trust, joint venture or entity other than its subsidiaries. Each subsidiary the “Subsidiaries”) of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary Subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the ProspectusProspectus and except as would not result in a Material Adverse Effect, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary Subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries Subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; except as would not result in a Material Adverse Effect, none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries Subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary Subsidiary or under any agreement or instrument to which the Company or any such subsidiary Subsidiary is a party. As Other than Merger Sub, Spirit Realty, L.P., Tau Operating Partnership, L.P., Tau Acquisition LLC, ▇▇▇▇ REIT III Operating Partnership, LP, Rams MD Subsidiary I, Inc., RI Crown Limited, VEREIT Operating Partnership, L.P., VEREIT Real Estate L.P. and Realty Income Europe B.V., as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter six months then ended, would have had (on an unconsolidated basisbasis and calculated on a pro forma basis as if the Acquisition had occurred as of the first day of such period) pro forma rental revenue in excess of 5% of the Company’s pro forma consolidated rental revenue for such quarterperiod.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Registration Statement and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package Registration Statement and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, are fully paid and are (except in the case of general partnership interests) non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the outstanding shares of capital stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a partyother person. As of the date of hereof, the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary only subsidiaries of the Company had (are the subsidiaries listed on an unconsolidated basis) total assets Exhibit D hereto and Exhibit D accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in excess the case of 5% any subsidiary that is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company’s consolidated assets Company that are “significant subsidiaries” as defined by Rule 1-02 of that date or, for Regulation S X are listed on Exhibit D hereto under the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quartercaption “Material Subsidiaries.”

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiariessubsidiaries and the joint ventures acquired in connection with the Acquisition. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As Other than Tau Operating Partnership, L.P., Tau Acquisition LLC, C▇▇▇ REIT LP, Merger Sub I, RI Crown Limited, VEREIT OP and VEREIT Real Estate LP, as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter nine months then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterperiod.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, are fully paid and are (except in the case of general partnership interests) non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the outstanding shares of capital stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any are the subsidiaries listed on Exhibit C hereto and Exhibit C accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary which is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary respectively. Any subsidiaries of the Company had (which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on an unconsolidated basis) total assets in excess of 5% of Exhibit C hereto under the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quartercaption “Material Subsidiaries.”

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary Material Subsidiary of the Company identified as such on Schedule IV has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, are fully paid and are (except in the case of general partnership interests) non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the outstanding shares of capital stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any are the subsidiaries listed on Schedule V hereto and Schedule V accurately sets forth whether each such subsidiary is a party. As of the date of the Company’s most recent balance sheet included corporation, limited or incorporated by reference in the Registration Statement general partnership or limited liability company and the Prospectus, no direct or indirect subsidiary jurisdiction of the organization of each such subsidiary. The Company had (has identified its Material Subsidiaries on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterSchedule IV.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership, limited liability company, business company or statutory trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus and the Prospectus; each such subsidiary is duly qualified as a foreign corporation, limited or general partnership, limited liability company, business trust company or corporationstatutory trust, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interestsinterests of each such subsidiary that is a limited or general partnership, and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company or statutory trust have been duly authorized (if applicable) and validly issued and issued, are fully paid and are (except in the case of general partnership interests) non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interestsinterests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary that is a limited liability company or a statutory trust was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of lawany securityholder of such subsidiary or, under to the partnership agreementknowledge of the Company, declaration any other person. The only subsidiaries of trust the Company are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or trust agreementgeneral partnership, limited liability company agreement (or other similar agreement) or charter or bylawsstatutory trust and the jurisdiction of organization of each such subsidiary and, as in the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included partnership or incorporated by reference in the Registration Statement limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterrespectively.

Good Standing of Subsidiaries. Customers Bank (the “Bank”) is a bank chartered under the laws of Pennsylvania and the charter of the Bank is in full force and effect. The Bank is the only Significant Subsidiary of the Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each and is the only depositary institution subsidiary of the Company Company. Each Significant Subsidiary has been duly organized and is presently subsisting or validly existing as a partnership, limited liability company, business trust corporation or corporation, as the case may be, other organization in good standing under the laws of the state jurisdiction of its organization and incorporation, formation or organization, has the requisite corporate or organizational power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnership, limited liability company, corporation or other business trust or corporation, as the case may be, entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, stock of each such subsidiary have Significant Subsidiary has been duly authorized (if applicable) and validly issued and are issued, is fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, stock of such subsidiaries were any Significant Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder of such Significant Subsidiary arising by operation of law, or under the partnership agreementarticles of incorporation, declaration of trust or trust agreement, limited liability company agreement (bylaws or other similar agreement) organizational documents of the Company or charter or bylaws, as the case may be, of any such subsidiary Significant Subsidiary or under any agreement or instrument to which the Company or any such subsidiary Significant Subsidiary is a party. As of Except for the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the ProspectusSubsidiaries, no direct or indirect subsidiary of the Company had does not own beneficially, directly or indirectly, more than five percent (5%) of any class of equity securities or similar interests in any corporation, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture. The only Significant Subsidiaries are those listed on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterSchedule D hereto.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary Material Subsidiary of the Company identified as such on Schedule IV has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, are fully paid and are (except in the case of general partnership interests) non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the outstanding shares of capital stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any are the subsidiaries listed on Schedule V hereto and Schedule V accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary that is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary of the respectively. The Company had (has identified its Material Subsidiaries on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterSchedule IV.

Good Standing of Subsidiaries. The only subsidiaries of the Company are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, Crest Net Lease, Inc., a Delaware corporation, CrestNet 1, LLC, a Delaware limited liability company (“CrestNet 1”), RI GA 1, LLC, a Delaware limited liability company (“RIGA1”), RI TN 1, LLC, a Delaware limited liability company (“RITN1”), and RI TN 2 LLC, a Delaware limited liability company (“RITN2”), and the Company does not hold any equity interest in any corporation, limited or general partnershipcorpora­tion, limited liability company, business trustpartnership, joint venture or entity other than its subsidiariessuch subsi­diaries. The limited liability companies named in the preceding sentence are hereinafter called the “LLC Subsidiaries.” Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust company or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust company or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust company or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the ProspectusRegistration Statement, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary subsi­diary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgagemort­gage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarter.

Good Standing of Subsidiaries. The only subsidiaries of the Company are the subsidiaries listed on Schedule E hereto and Schedule E accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary, and the Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, partnership, business trust, joint venture or entity other than its such subsidiaries. The limited liability companies listed on Schedule E are hereinafter called the “LLC Subsidiaries.” Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As Except for the subsidiaries identified with an asterisk on Schedule E hereto, as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) annualized rental revenue in excess of 5% of the Company’s annualized consolidated rental revenue for such quarter.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit D hereto. Neither the Company nor the Operating Partnership have any direct corporate subsidiaries other than CBL & Associates Management, Inc. (the “Management Company”), CBL Holdings I, CBL Holdings II, ▇▇▇▇▇▇▇▇ Insurance Company, LLC, Chattanooga Insurance Company, Ltd. and DM-Cayman II, Inc. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, general partnership business trust or limited liability company, business trust or corporation, as the case may beapplicable, in good standing under the laws of the state of its organization jurisdiction in which it is chartered or organized and has the requisite power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Disclosure Package and the Prospectus; each such subsidiary , and is duly qualified or registered as a foreign corporation, limited partnership, general partnership business trust or limited liability company, business trust or corporationas applicable, as the case may be, to transact business and is in good standing in each other the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify qualify, register or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus. Except for limited liability company interests of ▇▇ ▇▇▇▇▇▇▇-Salem LLC that have been pledged by CBL/J I, LLC to CW Joint Venture, LLC, all the outstanding shares of the issued and outstanding capital stock, partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, or other equivalent equity interests of each such subsidiary Subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (assessable, and, except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none as otherwise set forth in each of the Registration Statement, the Disclosure Package and the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests, business trust interests or shares other equivalent equity interest of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising Subsidiaries are owned by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or the Operating Partnership, as applicable, either directly or through wholly-owned Subsidiaries free and clear of any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included perfected security interest or incorporated by reference in the Registration Statement and the Prospectusany other security interests, no direct claims, liens or indirect subsidiary of the Company had encumbrances (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterother than any transfer restrictions related thereto).

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary Material Subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust company (or corporationforeign equivalent of any of the foregoing), as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus and the Prospectus; each such subsidiary is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in all of the General Disclosure Package issued and the Prospectusoutstanding shares of capital stock of each such Material Subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, are fully paid and are (except in the case of general partnership interests) non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; and none of the issued and outstanding shares of capital stock of any such Material Subsidiary that is a corporation, none of the issued and outstanding partnership interestsinterests of any such Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument Material Subsidiary or, to which the Company or any such subsidiary is a party. As of the date knowledge of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary any other person. The only subsidiaries of the Company had (are the subsidiaries listed on an unconsolidated basis) total assets Exhibit A hereto and Exhibit A accurately sets forth the type of entity and the jurisdiction of organization of each subsidiary and, in excess the case of 5% any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company’s consolidated assets Company which are “significant subsidiaries” as defined by Rule 1-02 of that date or, for Regulation S-X are listed on Exhibit A hereto under the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quartercaption “Material Subsidiaries.”

Good Standing of Subsidiaries. The Company does not hold any equity interest Each “significant subsidiary” as defined in any corporationRule 1-02(w) of Regulation S-X (each, limited or general partnershipa “Subsidiary” and, limited liability companycollectively, business trust, joint venture or entity other than its subsidiaries. Each subsidiary the “Subsidiaries”) of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary Subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the ProspectusProspectus and except as would not result in a Material Adverse Effect, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary Subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries Subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; except as would not result in a Material Adverse Effect, none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries Subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary Subsidiary or under any agreement or instrument to which the Company or any such subsidiary Subsidiary is a party. As Other than Saints MD Subsidiary Inc., Tau Operating Partnership, L.P., Tau Acquisition LLC, C▇▇▇ REIT LP, Rams MD Subsidiary I, Inc., RI Crown Limited, VEREIT Operating Partnership, L.P., VEREIT Real Estate L.P., Realty Income Europe B.V., Spirit Realty, L.P., Realty Income U.S. Core Plus Fund, LP, and RI UK 1 Limited, as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter three months then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterperiod.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 1 are the only subsidiaries of the Company does not hold any equity interest within the meaning of Rule 405 under the 1933 Act, and except for the subsidiaries, the Company owns no ownership or other beneficial interest, directly or indirectly, in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiariesbusiness entity. Each subsidiary of the Company listed on Schedule 1 has been duly organized and is validly existing as a corporation, limited partnership, limited liability company, business trust company or corporationother legal entity, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust jurisdiction of incorporation or corporationorganization, as the case may be, with the requisite power and authority to own, lease and operate its properties properties, and to conduct its the business in which it is engaged or proposes to engage as described in the General Disclosure Package and the Prospectus; each . Each such subsidiary entity is duly qualified or registered as a foreign partnershipcorporation, limited partnership or limited liability company, business trust company or corporationother entity, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing register would not result in have a Material Adverse Effect; except . Except as otherwise disclosed stated in the General Disclosure Package Registration Statement and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust capital stock or other equity interests and shares of capital stock, as the case may be, of each such subsidiary entity have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except assessable, or with respect to partnership entities, to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) due and payable, have been fully paid, and are owned directly or indirectly by the Company, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or . No shares of capital stock, as the case may be, stock or other equity interests of such subsidiaries were issued in violation entities are reserved for any purpose, and there are no outstanding securities convertible into or exchangeable for any capital stock or other equity interests of such entities and no outstanding options, rights (preemptive or other similar rights arising by operation otherwise) or warrants to purchase or to subscribed for shares of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (such capital stock or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company equity interests or any other securities of such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference entities, except as disclosed in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarter.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Registration Statement, the Disclosure Package and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, and, in the case of each subsidiary that is a corporation, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. Any subsidiaries of the Company or any which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule III hereto, and Schedule III accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary which is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterrespectively.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiariessubsidiaries and the joint ventures acquired in connection with the Acquisition. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As Other than Tau Operating Partnership, L.P., Tau Acquisition LLC, C▇▇▇ REIT LP, Merger Sub I, RI Crown Limited, VEREIT OP and VEREIT Real Estate LP, as of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter six months then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterperiod.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus and the Prospectus; each such subsidiary is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, are fully paid and are (except in the case of general partnership interests) non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interestLien (except for Liens arising under the Existing Credit Agreements). None of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, mortgage, pledge, lien, encumbrance, claim or equity; none of the issued and outstanding partnership interestsinterests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any are the subsidiaries listed on Exhibit B hereto and Exhibit B accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary which is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary respectively. Any subsidiaries of the Company had (which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on an unconsolidated basis) total assets in excess of 5% of Exhibit B hereto under the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quartercaption “Material Subsidiaries.”

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company listed on Schedule 4 hereto has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Registration Statement and the Prospectus; each such subsidiary Prospectus and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse EffectChange; except as otherwise disclosed in the General Disclosure Package Registration Statement and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, and, in the case of each subsidiary that is a corporation, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the Company, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. The only subsidiaries of the Company or any are the subsidiaries listed on Schedule 4 hereto and Schedule 4 accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary which is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary respectively. Any subsidiaries of the Company had which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule 4 hereto under the caption “Significant Subsidiaries” (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarter“Subsidiaries”).

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the state jurisdiction of its organization and organization, has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Time of Sale Information and the Prospectus; each such subsidiary Offering Memorandum and is duly qualified as a foreign partnershipcorporation, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests, interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, business trust membership interests and shares of capital stock, as the case may be, or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued and issued, and, in the case of each subsidiary that is a corporation, are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) nonassessable and are owned by the CompanyCompany or the Operating Partnership, directly or through subsidiariesindirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests, interests or limited liability company interests, business trust membership interests or shares other similar interests of capital stock, as the case may be, of any such subsidiaries were subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any securityholder of such subsidiary or under any agreement or instrument to which other person. Any subsidiaries of the Company or any which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule 2 hereto and Schedule 2 accurately sets forth whether each such subsidiary is a party. As corporation, limited or general partnership or limited liability company and the jurisdiction of the date organization of the Company’s most recent balance sheet included or incorporated by reference each such subsidiary and, in the Registration Statement case of any subsidiary which is a partnership or limited liability company, its general partners and the Prospectusmanaging members, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarterrespectively.

Good Standing of Subsidiaries. The Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary only Subsidiaries of the Company are the Subsidiaries listed on Exhibit A hereto. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, general partnership or limited liability company, business trust or corporation, as the case may beapplicable, in good standing under the laws of the state of its organization jurisdiction in which it is incorporated or organized and has the requisite power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package Prospectus, and the Prospectus; each such subsidiary is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, business trust or corporationas applicable, as the case may be, to transact business and is in good standing in each other the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing register would not result in a Material Adverse Effect; except as otherwise disclosed in . All the General Disclosure Package and the Prospectusoutstanding shares of capital stock, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, or other equivalent equity interests of each such subsidiary Subsidiary have been duly authorized (if applicable) and validly authorized and issued and are fully paid and are non-assessable (nonassessable, and, except to as otherwise set forth in the extent that the general partners Prospectus and except as noted in Exhibit A hereto, all outstanding shares of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Companycapital stock, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares other equivalent equity interest of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising Subsidiaries are owned by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or the Operating Partnership either directly or through wholly-owned Subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. Neither the Company nor the Operating Partnership owns any direct or indirect equity interest in any entity other than the Subsidiaries, except for such subsidiary is a party. As of interests as, in the date aggregate, are not material to the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects, of the Company’s most recent balance sheet included or incorporated by reference in , the Registration Statement Operating Partnership and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets Subsidiaries considered as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quartera single enterprise.

Good Standing of Subsidiaries. The only subsidiaries of the Company are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, Crest Net Lease, Inc., a Delaware corporation, CrestNet 1, LLC, a Delaware limited liability company, RI GA 1, LLC, a Delaware limited liability company, R1 TN 1, LLC, a Delaware limited liability company, and R1 TN 2 LLC, a Delware limited liability company, and the Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trustpartnership, joint venture or entity other than its such subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a partnership, limited liability company, business trust partnership or corporation, as the case may be, in good standing under the laws of the state of its organization and has power and authority as a partnership, limited liability company, business trust partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; each such subsidiary is duly qualified as a foreign partnership, limited liability company, business trust partnership or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the General Disclosure Package and the ProspectusRegistration Statements, all of the issued and outstanding partnership interests, limited liability company interests, business trust interests and shares of capital stock, as the case may be, of each such subsidiary have been duly authorized (if applicable) and validly issued and are fully paid and are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding partnership interests, limited liability company interests, business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary or under any agreement or instrument to which the Company or any such subsidiary is a party. As of the date of the Company’s most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, no direct or indirect subsidiary of the Company had (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets as of that date or, for the quarter then ended, would have had (on an unconsolidated basis) rental revenue in excess of 5% of the Company’s consolidated rental revenue for such quarter.