After completion of the Pre-Closing Restructuring and as of immediately prior to the Closing, Seller will directly own 100% of the equity interests in NRF OP SPV. Seller is a limited partnership duly organized, validly existing and in good standing under the Laws of Delaware. NRF OP SPV is a limited liability company duly organized, validly existing and in good standing under the Laws of Delaware. Each of Seller and NRF OP SPV has the requisite corporate or partnership power and authority to own, lease or operate its properties and to carry on its business as now being conducted. Each of Seller and NRF OP SPV is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties or assets makes such qualification or licensing necessary except where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Seller or NRF OP SPV to perform their respective obligations under this Agreement or the Transaction Documents to which they are a party.